Exhibit 99.1
MATTERSIGHT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | For the | | | For the | |
| | Three Months Ended | | | Twelve Months Ended | |
| | Dec. 31, 2013 | | | Dec. 31, 2012 | | | Dec. 31, 2013 | | | Dec. 31, 2012 | |
Revenue: | | | | | | | | | | | | | | | | |
Behavioral Analytics revenue | | $ | 8,938 | | | $ | 8,343 | | | $ | 33,005 | | | $ | 32,138 | |
Other revenue | | | 233 | | | | 285 | | | | 1,206 | | | | 1,314 | |
| | | | | | | | | | | | | | | | |
Total services revenue | | | 9,171 | | | | 8,628 | | | | 34,211 | | | | 33,452 | |
Reimbursed expenses | | | 96 | | | | 97 | | | | 283 | | | | 411 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 9,267 | | | | 8,725 | | | | 34,494 | | | | 33,863 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Cost of Behavioral Analytics revenue | | | 2,181 | | | | 3,245 | | | | 10,139 | | | | 12,208 | |
Cost of other revenue | | | 100 | | | | 156 | | | | 617 | | | | 702 | |
| | | | | | | | | | | | | | | | |
Cost of services | | | 2,281 | | | | 3,401 | | | | 10,756 | | | | 12,910 | |
Reimbursed expenses | | | 96 | | | | 97 | | | | 283 | | | | 411 | |
| | | | | | | | | | | | | | | | |
Total cost of revenue, exclusive of depreciation and amortization shown below: | | | 2,377 | | | | 3,498 | | | | 11,039 | | | | 13,321 | |
Sales, marketing and development | | | 5,258 | | | | 6,571 | | | | 21,760 | | | | 23,142 | |
General and administrative | | | 2,157 | | | | 2,341 | | | | 8,782 | | | | 8,255 | |
Severance and related costs | | | — | | | | — | | | | 154 | | | | 693 | |
Depreciation | | | 764 | | | | 915 | | | | 3,450 | | | | 3,419 | |
Amortization of intangibles | | | (77 | ) | | | 17 | | | | 66 | | | | 81 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 10,479 | | | | 13,342 | | | | 45,251 | | | | 48,911 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | (1,212 | ) | | | (4,617 | ) | | | (10,757 | ) | | | (15,048 | ) |
Interest and other expense, net | | | (346 | ) | | | (81 | ) | | | (659 | ) | | | (384 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations before income taxes | | | (1,558 | ) | | | (4,698 | ) | | | (11,416 | ) | | | (15,432 | ) |
Income tax benefit (provision) | | | 15 | | | | (8 | ) | | | 244 | | | | (38 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (1,543 | ) | | | (4,706 | ) | | | (11,172 | ) | | | (15,470 | ) |
Income from discontinued operations, net of tax | | | — | | | | 21 | | | | — | | | | 249 | |
| | | | | | | | | | | | | | | | |
Net loss | | | (1,543 | ) | | | (4,685 | ) | | | (11,172 | ) | | | (15,221 | ) |
Series B Stock fair value over stated value | | | — | | | | — | | | | — | | | | (69 | ) |
Dividends related to Series B Stock | | | (148 | ) | | | (147 | ) | | | (589 | ) | | | (591 | ) |
| | | | | | | | | | | | | | | | |
Net loss available to Common Stock holders | | $ | (1,691 | ) | | $ | (4,832 | ) | | $ | (11,761 | ) | | $ | (15,881 | ) |
| | | | | | | | | | | | | | | | |
Per share of Common Stock: | | | | | | | | | | | | | | | | |
Basic loss from continuing operations | | $ | (0.10 | ) | | $ | (0.30 | ) | | $ | (0.70 | ) | | $ | (1.01 | ) |
| | | | | | | | | | | | | | | | |
Basic income from discontinued operations | | $ | — | | | $ | — | | | $ | — | | | $ | 0.02 | |
| | | | | | | | | | | | | | | | |
Basic net loss available to Common Stock holders | | $ | (0.10 | ) | | $ | (0.30 | ) | | $ | (0.70 | ) | | $ | (0.99 | ) |
| | | | | | | | | | | | | | | | |
Per share of Common Stock: | | | | | | | | | | | | | | | | |
Diluted loss from continuing operations | | $ | (0.10 | ) | | $ | (0.30 | ) | | $ | (0.70 | ) | | $ | (1.01 | ) |
| | | | | | | | | | | | | | | | |
Diluted income from discontinued operations | | $ | — | | | $ | — | | | $ | — | | | $ | 0.02 | |
| | | | | | | | | | | | | | | | |
Diluted net loss available to Common Stock holders | | $ | (0.10 | ) | | $ | (0.30 | ) | | $ | (0.70 | ) | | $ | (0.99 | ) |
| | | | | | | | | | | | | | | | |
Shares used to calculate basic net loss per share | | | 17,342 | | | | 16,223 | | | | 16,722 | | | | 16,002 | |
| | | | | | | | | | | | | | | | |
Shares used to calculate diluted net loss per share | | | 17,342 | | | | 16,223 | | | | 16,722 | | | | 16,002 | |
| | | | | | | | | | | | | | | | |
Stock-based compensation, primarily restricted stock, is included in individual line items above: | | | | | | | | | | | | | | | | |
Cost of Behavioral Analytics revenue | | $ | 59 | | | $ | 2 | | | $ | 267 | | | $ | 16 | |
Sales, marketing and development | | | 342 | | | | 530 | | | | 3,436 | | | | 2,308 | |
General and administrative | �� | | 219 | | | | 349 | | | | 1,872 | | | | 1,405 | |
Severance and related costs | | | — | | | | — | | | | 29 | | | | 268 | |
4
MATTERSIGHT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited and in thousands)
| | | | | | | | | | | | | | | | |
| | For the | | | For the | |
| | Three Months Ended | | | Twelve Months Ended | |
| | Dec. 31, | | | Dec. 31, | | | Dec. 31, | | | Dec. 31, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Net loss | | $ | (1,543 | ) | | $ | (4,685 | ) | | $ | (11,172 | ) | | $ | (15,221 | ) |
Other comprehensive loss: | | | | | | | | | | | | | | | | |
Effect of currency translation | | | 6 | | | | 2 | | | | 6 | | | | (1 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive net loss | | $ | (1,537 | ) | | $ | (4,683 | ) | | $ | (11,166 | ) | | $ | (15,222 | ) |
| | | | | | | | | | | | | | | | |
5
MATTERSIGHT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share and per share data)
| | | | | | | | |
| | December 31, | | | December 31, | |
| | 2013 | | | 2012 | |
ASSETS: | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 13,392 | | | $ | 14,419 | |
Receivables (net of allowances of $12 and $12) | | | 2,384 | | | | 2,568 | |
Prepaid expenses | | | 3,576 | | | | 4,359 | |
Other current assets | | | 427 | | | | 305 | |
| | | | | | | | |
Total current assets | | | 19,779 | | | | 21,651 | |
Equipment and leasehold improvements, net | | | 5,158 | | | | 4,727 | |
Goodwill | | | 972 | | | | 972 | |
Intangibles, net | | | 409 | | | | 236 | |
Other long-term assets | | | 4,431 | | | | 3,776 | |
| | | | | | | | |
Total assets | | $ | 30,749 | | | $ | 31,362 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY: | | | | | | | | |
Current Liabilities: | | | | | | | | |
Short-term debt | | $ | — | | | $ | 3,703 | |
Accounts payable | | | 752 | | | | 781 | |
Accrued compensation and related costs | | | 1,844 | | | | 1,335 | |
Unearned revenue | | | 7,215 | | | | 5,853 | |
Other current liabilities | | | 4,098 | | | | 2,889 | |
| | | | | | | | |
Total current liabilities | | | 13,909 | | | | 14,561 | |
Long-term unearned revenue | | | 2,866 | | | | 2,374 | |
Other long-term liabilities | | | 1,607 | | | | 1,231 | |
| | | | | | | | |
Total liabilities | | | 18,382 | | | | 18,166 | |
| | | | | | | | |
Series B Stock, $0.01 par value; 5,000,000 shares authorized and designated; 1,649,122 and 1,649,201 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively, with a liquidation preference of $9,294 and $8,705 at December 31, 2013 and December 31, 2012, respectively | | | 8,411 | | | | 8,411 | |
| | |
Stockholders’ Equity: | | | | | | | | |
Preferred stock, $0.01 par value; 35,000,000 shares authorized; none issued and outstanding | | | — | | | | — | |
Common Stock, $0.01 par value; 50,000,000 shares authorized; 20,465,984 and 18,407,848 shares issued at December 31, 2013, and December 31, 2012, respectively; and 18,886,966 and 17,114,880 outstanding at December 31, 2013 and December 31, 2012, respectively | | | 205 | | | | 184 | |
Additional paid-in capital | | | 228,038 | | | | 216,667 | |
Accumulated deficit | | | (212,172 | ) | | | (201,000 | ) |
Treasury stock, at cost, 1,579,018 and 1,292,968 shares at December 31, 2013 and December 31, 2012, respectively | | | (8,082 | ) | | | (7,027 | ) |
Accumulated other comprehensive loss | | | (4,033 | ) | | | (4,039 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 3,956 | | | | 4,785 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 30,749 | | | $ | 31,362 | |
| | | | | | | | |
6
MATTERSIGHT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
| | | | | | | | |
| | For the | |
| | Twelve Months Ended | |
| | December 31, 2013 | | | December 31, 2012 | |
Cash Flows from Operating Activities: | | | | | | | | |
Net loss | | $ | (11,172 | ) | | $ | (15,221 | ) |
Less: net income from discontinued operations | | | — | | | | 249 | |
| | | | | | | | |
Net loss from continuing operations | | | (11,172 | ) | | | (15,470 | ) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | | | | | | | | |
Depreciation and amortization | | | 3,516 | | | | 3,500 | |
Stock-based compensation | | | 5,575 | | | | 3,729 | |
Severance and related costs | | | 29 | | | | 268 | |
Change in fair value of warrant liability | | | 125 | | | | — | |
Other | | | 2 | | | | 2 | |
Changes in assets and liabilities: | | | | | | | | |
Receivables | | | 184 | | | | (27 | ) |
Prepaid expenses | | | 739 | | | | 1,879 | |
Other assets | | | (112 | ) | | | (50 | ) |
Accounts payable | | | (29 | ) | | | (31 | ) |
Accrued compensation and related costs | | | 509 | | | | (47 | ) |
Unearned revenue | | | 1,854 | | | | (4,592 | ) |
Other liabilities | | | 330 | | | | (177 | ) |
| | | | | | | | |
Total adjustments | | | 12,722 | | | | 4,454 | |
| | | | | | | | |
Net cash provided by (used in) continuing operations | | | 1,550 | | | | (11,016 | ) |
Net cash provided by discontinued operations | | | — | | | | 24 | |
| | | | | | | | |
Net cash provided by (used in) operating activities | | | 1,550 | | | | (10,992 | ) |
| | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Capital expenditures and other | | | (1,233 | ) | | | (2,081 | ) |
Patents and trademarks | | | (239 | ) | | | (79 | ) |
| | | | | | | | |
Net cash used in continuing investing activities | | | (1,472 | ) | | | (2,160 | ) |
Net cash used in discontinued investing activities | | | — | | | | — | |
| | | | | | | | |
Net cash used in investing activities | | | (1,472 | ) | | | (2,160 | ) |
| | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Proceeds from issuance of Common Stock, net | | | 5,621 | | | | — | |
Proceeds from line of credit | | | 2,400 | | | | 3,691 | |
Repayments from line of credit | | | (6,096 | ) | | | — | |
Principal payments under capital lease obligations | | | (2,117 | ) | | | (2,311 | ) |
Acquisition of treasury stock | | | (1,055 | ) | | | (1,136 | ) |
Proceeds from stock compensation and employee stock purchase plans, net | | | 138 | | | | 802 | |
Proceeds from issuance of stock warrants | | | 4 | | | | — | |
Fees from issuance of Common Stock | | | — | | | | (49 | ) |
Decrease in restricted cash | | | — | | | | 1,500 | |
Purchase of shares of Series B Stock | | | — | | | | (3,743 | ) |
Payment of Series B Stock dividends | | | — | | | | (595 | ) |
| | | | | | | | |
Net cash used in continuing financing activities | | | (1,105 | ) | | | (1,841 | ) |
Net cash used in discontinued financing activities | | | — | | | | — | |
| | | | | | | | |
Net cash used in financing activities | | | (1,105 | ) | | | (1,841 | ) |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents by continuing operations | | | — | | | | 4 | |
Effect of exchange rate changes on cash and cash equivalentsby discontinued operations | | | — | | | | — | |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | 4 | |
| | | | | | | | |
Decrease in cash and cash equivalents | | | (1,027 | ) | | | (14,989 | ) |
Cash and cash equivalents, beginning of period | | | 14,419 | | | | 29,408 | |
| | | | | | | | |
Cash and cash equivalents of continuing operations, end of period | | $ | 13,392 | | | $ | 14,419 | |
| | | | | | | | |
7
| | | | | | | | |
| | For the | |
| | Twelve Months Ended | |
| | December 31, 2013 | | | December 31, 2012 | |
Non-Cash Investing and Financing Transactions: | | | | | | | | |
Capital lease obligations incurred | | $ | 2,973 | | | $ | 1,793 | |
Capital equipment purchased on credit | | | 2,973 | | | | 1,793 | |
Fair value of warrants classified as liability | | | 785 | | | | — | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | |
Interest paid | | $ | 403 | | | $ | 371 | |
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MATTERSIGHT CORPORATION
CALCULATION OF ADJUSTED EARNINGS MEASURE
(Unaudited and in thousands)
| | | | | | | | | | | | | | | | |
| | For the | | | For the | |
| | Three Months Ended | | | Twelve Months Ended | |
| | Dec. 31, 2013 | | | Dec. 31, 2012 | | | Dec. 31, 2013 | | | Dec. 31, 2012 | |
GAAP — Operating loss | | $ | (1,212 | ) | | $ | (4,617 | ) | | $ | (10,757 | ) | | $ | (15,048 | ) |
| | | | |
Add back (reduce) the effect of: | | | | | | | | | | | | | | | | |
Stock-based compensation | | | 620 | | | | 881 | | | | 5,575 | | | | 3,729 | |
Severance and related costs | | | — | | | | — | | | | 154 | | | | 693 | |
Depreciation and amortization | | | 687 | | | | 932 | | | | 3,516 | | | | 3,500 | |
| | | | | | | | | | | | | | | | |
Adjusted earnings measure — earnings (loss) | | $ | 95 | | | $ | (2,804 | ) | | $ | (1,512 | ) | | $ | (7,126 | ) |
| | | | | | | | | | | | | | | | |
9