Exhibit 99.2
| Page |
| | |
Consolidated Balance Sheets | 2 | |
Consolidated Statements of Operations | 3 | |
Consolidated Statements of Stockholders’ Equity | 4 | |
Consolidated Statements of Cash Flows | 5 | |
Notes to Consolidated Financial Statements | 6-22 | |
ProfitLine, Inc.
CONSOLIDATED BALANCE SHEETS
| | December 31 | | September 30 | |
| | 2010 | | 2011 | |
| | | | (Unaudited) | |
ASSETS | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 952,751 | | $ | 711,580 | |
Accounts receivable, net of allowance for doubtful accounts of $50,876 and $0 in as of December 31, 2010 and September 30, 2011, respectively | | 2,597,556 | | 1,985,850 | |
Unbilled revenues | | 267,748 | | 154,637 | |
Other current assets | | 461,228 | | 525,334 | |
Total current assets | | 4,279,283 | | 3,377,401 | |
Property and equipment, net | | 709,568 | | 737,170 | |
Goodwill, net | | 5,950,448 | | 5,950,448 | |
Other noncurrent assets | | 145,927 | | 135,090 | |
Total assets | | $ | 11,085,226 | | $ | 10,200,109 | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 480,900 | | $ | 372,596 | |
Accrued compensation | | 1,255,265 | | 1,217,336 | |
Other accrued liabilities | | 346,389 | | 352,171 | |
Deferred rent, current portion | | 8,186 | | 46,371 | |
Deferred revenue, current portion | | 546,963 | | 431,718 | |
Capital lease obligations, current portion | | 176,906 | | 133,132 | |
Note payable, current portion | | 393,129 | | 162,523 | |
Total current liabilities | | 3,207,738 | | 2,715,847 | |
| | | | | |
Deferred rent, less current portion | | 107,970 | | 93,258 | |
Deferred revenue, less current portion | | 139,877 | | 79,698 | |
Capital lease obligations, less current portion | | 82,420 | | 112,064 | |
| | | | | |
Commitments and contingences - Note 6 | | | | | |
| | | | | |
Stockholders’ equity: | | | | | |
Convertible preferred stock, par value: $0.0001; shares authorized at December 31, 2010 and September 30, 2011: 78,205,680; shares issued at December 31, 2010 and September 30, 2011: 70,678,944; liquidation preference at December 31, 2010 and September 30, 2011: $29,257,692 (Series C-1 of $6,046,695, Series C-2 of $23,210,997) | | 7,067 | | 7,067 | |
Common stock, par value: $0.0001; shares authorized at December 31, 2010 and September 30, 2011: 128,258,825; 29,360,665 shares issued at December 31, 2010 and September 30, 2011 | | 2,937 | | 2,937 | |
Additional paid-in capital | | 50,873,515 | | 50,911,349 | |
Employee notes receivable | | (15,329 | ) | (15,329 | ) |
Other comprehensive loss | | (33,507 | ) | (23,430 | ) |
Accumulated deficit | | (43,287,462 | ) | (43,683,352 | ) |
Total stockholders’ equity | | 7,547,221 | | 7,199,242 | |
Total liabilities and stockholders’ equity | | $ | 11,085,226 | | $ | 10,200,109 | |
The accompanying notes are an integral part of these consolidated financial statements.
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ProfitLine, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS — (unaudited)
| | Nine months ended September
30, | |
| | 2010 | | 2011 | |
REVENUES: | | | | | |
Services | | $ | 15,068,734 | | $ | 13,405,617 | |
Resale | | 4,973,851 | | 73,765 | |
Total revenues | | 20,042,585 | | 13,479,382 | |
COST OF REVENUES: | | | | | |
Service | | 9,947,050 | | 8,423,209 | |
Resale | | 4,702,287 | | 55,712 | |
Total cost of revenues | | 14,649,337 | | 8,478,921 | |
| | | | | |
Gross profit | | 5,393,248 | | 5,000,461 | |
EXPENSES: | | | | | |
Sales and marketing | | 1,922,717 | | 1,551,826 | |
General and administrative | | 2,276,604 | | 1,960,795 | |
Research and development | | 1,883,377 | | 1,797,198 | |
Total operating expenses | | 6,082,698 | | 5,309,819 | |
| | | | | |
LOSS FROM OPERATIONS | | (689,450 | ) | (309,358 | ) |
| | | | | |
Interest expense | | (83,711 | ) | (51,979 | ) |
Other expense, net | | (86,215 | ) | (31,349 | ) |
| | | | | |
LOSS BEFORE PROVISION FOR INCOME TAXES | | (859,376 | ) | (392,686 | ) |
| | | | | |
Provision for income taxes | | (20,493 | ) | (3,205 | ) |
| | | | | |
NET LOSS | | $ | (879,869 | ) | $ | (395,891 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
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ProfitLine, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS (unaudited)
| | | | | | | | | | Additional | | Employee | | | | Other | | Total | |
| | Preferred Stock | | Common Stock | | Paid In | | Notes | | Accumulated | | Comprehensive | | Stockholders’ | |
| | Shares | | Amount | | Shares | | Amount | | Capital | | Receivable | | Deficit | | Loss | | Equity | |
Balance at December 31, 2010 | | 70,678,944 | | $ | 7,067 | | 29,360,665 | | $ | 2,937 | | $ | 50,873,515 | | $ | (15,329 | ) | $ | (43,287,462 | ) | $ | (33,507 | ) | $ | 7,547,221 | |
| | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | — | | — | | — | | — | | 37,834 | | — | | — | | — | | 37,834 | |
Other comprehensive loss | | — | | — | | — | | — | | — | | — | | — | | 10,077 | | 10,077 | |
Net loss | | — | | — | | — | | — | | — | | — | | (395,890 | ) | — | | (395,890 | ) |
Balance at Septemer 30, 2011 | | 70,678,944 | | $ | 7,067 | | 29,360,665 | | $ | 2,937 | | $ | 50,911,349 | | $ | (15,329 | ) | $ | (43,683,352 | ) | $ | (23,430 | ) | $ | 7,199,242 | |
The accompanying notes are an integral part of these consolidated financial statements.
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ProfitLine, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (unaudited)
| | Nine months ended
September 30, | |
| | 2010 | | 2011 | |
Operating activities | | | | | |
Net loss | | $ | (879,869 | ) | $ | (395,890 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | |
Depreciation and amortization | | 500,834 | | 383,862 | |
Provision for bad debt | | 42,500 | | 30,497 | |
Loss on disposal of property and equipment | | — | | — | |
Decrease in deferred rent liability | | (5,026 | ) | 23,473 | |
Unrealized gain on foreign currency translation | | 34,766 | | 10,077 | |
Stock compensation expense | | 180,700 | | 37,834 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | | (84,485 | ) | 581,209 | |
Unbilled revenues | | 772,089 | | 113,111 | |
Other current assets | | (197,425 | ) | (44,712 | ) |
Other noncurrent assets | | 12,056 | | 10,837 | |
Accounts payable | | 2,991 | | (108,304 | ) |
Accrued compensation | | (284,408 | ) | (37,929 | ) |
Other accrued liabilities | | (848,374 | ) | 5,782 | |
Deferred revenue | | (646,425 | ) | (175,425 | ) |
Net cash (used in) provided by operating activities | | (1,400,076 | ) | 434,422 | |
Investing activities | | | | | |
Purchases of property and equipment | | (211,368 | ) | (253,649 | ) |
Net cash used in investing activities | | (211,368 | ) | (253,649 | ) |
Financing activities | | | | | |
Net proceeds from issuance of common stock | | 71 | | — | |
Payments on notes payable | | (132,305 | ) | (250,000 | ) |
Borrowings on notes payable | | 700,000 | | — | |
Principal payments on capital lease obligations | | (199,215 | ) | (171,944 | ) |
Net cash provided by (used in) financing activities | | 368,551 | | (421,944 | ) |
| | | | | |
Net decrease in cash and cash equivalents | | (1,242,893 | ) | (241,171 | ) |
| | | | | |
Cash and cash equivalents at beginning of year | | 1,296,515 | | 952,751 | |
Cash and cash equivalents at end of year | | $ | 53,622 | | $ | 711,580 | |
| | | | | |
Supplemental disclosure of cash flow information | | | | | |
Cash paid for interest | | $ | 84,123 | | $ | 53,339 | |
Cash paid for income taxes | | $ | 3,893 | | $ | 16,840 | |
Supplemental disclosure of non-cash investing and financing activities | | | | | |
Fixed assets acquired under capital leases | | $ | — | | $ | 157,815 | |
The accompanying notes are an integral part of these consolidated financial statements.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
1. ORGANIZATION
ProfitLine, Inc. (the “Company”) is privately held and was incorporated in May 2002 in the state of Delaware. The Company provides outsourced telecom expense management and managed mobility solutions for large enterprises and government agencies. Service revenue is derived from contract negotiations, invoice processing and payment, fulfillment, audit, optimization and help desk services. Resale revenue is derived from the sale of previously bought wireless access and accessories to its service customers.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, FedCel Corporation, ProfitLine, UK Ltd (“PL UK”) and ProfitLine GmbH. PL UK was formed in June 2009 as a Limited Company under the laws of England and Wales. ProfitLine GmbH was formed in December 2009 under the laws of Germany. The accounts of the Company are presented in conformity with accounting principles generally accepted in the United States. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Liquidity
The Company has experienced operating losses since inception, and through September 30, 2011 it continued to operate at a negative cash flow. For the nine months ended September 30, 2010 and 2011the Company incurred a net loss of $0.7 million and $0.4 million, respectively. As of December 31, 2010 and September 30, 2011, the Company had an accumulated deficit of $43.3 million and $43.6 million, respectively. To date, the Company’s operations have been primarily financed through debt and equity proceeds from private placement offerings. The Company also has access to financing through its bank. See Note 5.
In June 2011, the Company retained a consultant to seek out additional financing or merger/acquisition opportunities to allow the Company to continue its growth plans. In December of 2011 the Company entered into a merger agreement with Tangoe, Inc., a competitor and an acquisition subsidiary of Tangoe, Inc, whereby Tangoe, Inc. purchased all of the outstanding capital stock of ProfitLine by way of merger of the acquisition subsidiary into ProfitLine for $23.5 million in cash. See Note 10.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities that can affect certain reported amounts and disclosures. Significant estimates used in preparing the financial statements include the valuation allowance on deferred tax assets, the fair value of the stock options and the allowance on accounts receivables.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. The Company maintains cash balances at financial institutions that are secured by the Federal Deposit Insurance Corporation up to $250,000. At times the cash at these institutions may exceed federally insured limits. The Company has not experienced any losses in such accounts to date and management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.
Fair Value of Financial Instruments
Financial instruments consist principally of cash and cash equivalents, accounts receivable, unbilled receivables, accounts payable, accrued liabilities, accrued compensation, and notes payable. The Company considers the carrying amounts of these financial instruments to approximate fair value because of their short maturity.
Depreciation and Amortization
Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are amortized using the straight-line method over the shorter of the term of the lease or the estimated useful life of the improvement.
Intangible assets are stated at cost and are amortized using the straight-line method over the shorter of the estimated useful life or contract life. As of September 30, 2011, all intangible assets subject to amortization were fully amortized.
Long-Lived Assets
In accordance with ASC 350, Intangibles — Goodwill and Other, if indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Long-Lived Assets-continued
carrying value of such assets can be recovered through the undiscounted future operating cash flows. If the carrying value is higher, impairment is indicated, and the Company measures the amount of such impairment by comparing the carrying value of the asset to the present value of the expected future cash flows associated with the use of the asset.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605-20, Revenue Recognition - Services. The Company generates revenue from outsourced and professional services, and also from the resale of wireless access and accessories. Outsourced and professional services are reported as Service revenue, and resale of wireless access and accessories revenue is reported as Resale revenue in the Consolidated Statements of Operations.
Service revenue is earned and recognized over the service term as the service is provided, and generally includes either a fixed or variable monthly fee. Implementation revenue represents amounts received to establish the necessary work level required prior to the initiation of services to a customer and is recognized over the expected customer service period. Professional services revenue is generated primarily through the provision of contract negotiations, which is earned and recognized as the services are performed on a percentage-of-completion basis, or are recognized upon delivery of the specified deliverable based on contract terms.
Resale revenues are generated primarily through the resale of wireless telecommunications services. The Company contracts for the telecommunications services required by the customer, and pays for the services by a separate contract with the wireless telecommunications provider. These revenues are reported gross in accordance with ASC 605-45, Revenue Recognition — Principle Agent Considerations.
The Company’s customer arrangements may contain multiple elements. The fees from these arrangements are recognized in accordance with ASC 605-25, Revenue Recognition — Multiple Element Arrangements, and are allocated to the various elements based on the fair value of the service when it is sold separately.
The Company’s outsourced service contracts in some cases provide for certain customer guarantees. From time to time, in accordance with the requirements of ASC 605-15, Revenue Recognition - Products, the Company may determine that such customer service guarantees preclude revenue recognition over the service term as the service is provided. In such cases, the
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Revenue Recognition-continued
Company will include customer payments in deferred revenue until such time as the service guarantee has been achieved and all remaining revenue recognition requirements are met.
Research and Development
Research and development costs are expensed in the period incurred.
Advertising Costs
The Company expenses advertising and promotional costs as incurred. Advertising expense was $236,899 and $354,240 for the nine months ended September 30, 2010 and 2011, respectively.
Concentrations
A relatively small number of customers account for a significant percentage of the Company’s revenues and accounts receivable. Revenue from the top three customers accounted for 46% and 31% of total revenue for the nine months ended September 30, 2010 and 2011, respectively. For the nine months ended September 30, 2010, the three largest customers accounted for 28%, 12% and 6% of revenue. For the nine months ended September 30, 2011, the three largest customers accounted for 17%, 9%, and 5% of revenue. Accounts receivable from the same top three customers accounted for 42% and 39% of total accounts receivable as of December 31, 2010 and September 30, 2011, respectively. As of December 31, 2010, the three largest customers accounted for 3%, 30%, and 9% of accounts receivable. As of September 30, 2011, the three largest customers accounted for 25%, 13%, and 1% of accounts receivable.
Collectability of Accounts Receivable
The Company considers invoices outstanding past the contractual due date as past due. Management evaluates the collectability of its accounts receivable based on a combination of factors, such as the customer’s payment history and the results of attempts to collect payment. Management regularly analyzes its customer accounts, and, when the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount it reasonably estimates is collectible. The Company also records reserves for bad debt for all other customers based on historical experience. Management re-evaluates such reserves on a regular basis and adjusts the
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
reserves as needed.
Deferred Rent
Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense accrued and the amount paid under the lease agreement is recorded as deferred rent in the accompanying consolidated balance sheets.
Income Taxes
The company accounts for income taxes in accordance with ASC 740, Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the financial statements or tax returns. This includes measuring and recognizing the effects of uncertain tax positions.
The determination of taxes payable for the current period includes estimates. In the event that the actual results differ materially from management’s expectations, the estimated taxes payable could materially change, directly impacting the financial position or results of operations. Valuation allowances are established when necessary to reduce deferred tax assets to the amount to be realized.
Pursuant to ASC 740, Income Taxes, the Company establishes a deferred tax asset or liability for the difference between the financial statement and tax basis of assets and liabilities, as measured by the enacted tax rates. The Company provides a valuation allowance against net deferred tax assets when there is sufficient uncertainty regarding the Company’s ability to recognize the benefits of the assets in future years. The Company records the effects of an uncertain tax position in the financial statements when it is more likely than not that the position would be sustained upon review by a taxing authority. The Company derecognizes the effects of a tax position once it no longer meets the more likely than not threshold.
Stock-Based Compensation
The Company follows the fair value recognition provisions of ASC 718, Compensation — Stock Compensation. Stock option awards are accounted for based on the grant-date fair value estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the service period using the straight line method.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
3. INTANGIBLE ASSETS
Intangible assets consist of the following as of December 31, 2010 and September 30, 2011:
Developed technology | | $ | 281,000 | |
Contracts | | 174,000 | |
Trade name | | 34,000 | |
Covenants not-to-compete | | 371,000 | |
Intangible Assets | | 860,000 | |
Less accumulated amortization | | (860,000 | ) |
Total intangibles subject to amortization | | $ | — | |
4. PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following:
| | December 31,
2010 | | September 30,
2011 | |
Computer equipment | | $ | 4,157,724 | | $ | 4,569,263 | |
Furniture and fixtures | | 499,980 | | 499,980 | |
Leasehold improvements | | 598,539 | | 598,539 | |
| | 5,256,243 | | 5,667,782 | |
Less accumulated depreciation and amortization | | (4,546,675 | ) | (4,930,612 | ) |
Property and equipment, net | | $ | 709,568 | | $ | 737,170 | |
Depreciation expense for the nine months ended September 30, 2010 and 2011 was $459,213 and $383,862, respectively. Depreciation expense includes amortization of assets under capital lease arrangements.
Certain property and equipment is pledged as collateral under the Company’s borrowings (See Note 5).
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
4. PROPERTY AND EQUIPMENT, NET-continued
The table below represents equipment acquired under capital leases as of the balance sheet dates.
| | December 31,
2010 | | September
30, 2011 | |
Computer equipment | | $ | 547,605 | | $ | 454,180 | |
Leasehold improvements | | 297,413 | | — | |
Total | | 845,018 | | 454,180 | |
Less accumulated depreciation and amortization | | (600,132 | ) | (359,260 | ) |
| | $ | 244,886 | | $ | 94,920 | |
5. NOTES PAYABLE
The Company’s loan agreement with its bank provides for a term loan of up to $1 million and a revolving loan of up to $3 million. The term loan bears interest at the Prime Rate plus 2.25% (5.50% as of December 31, 2010 and September 30, 2011, respectively.) Each term advance is repayable in 36 equal installments of principal, plus accrued interest thereon. The term loan matures on December 1, 2011. As of December 31, 2010 and September 30, 2011, the Company had $333,333 and $83,333 outstanding under the term loan, respectively.
The revolving loan bears interest at the Prime rate plus 1.75% (5.00% as of December 31, 2010 and September 30, 2011, respectively.) Amounts outstanding under the revolving loan are limited to 80% of eligible receivables. The revolving loan limit was $1.4 million and $11.2 million as of December 31, 2010 and September 30, 2011, respectively. There was no outstanding balance as of December 31, 2010 and September 30, 2011. Interest is payable monthly. The revolving loan matures on December 13, 2011. Both loans are collateralized by the Company’s tangible and intangible assets. The loan agreement requires the Company to comply with certain financial covenants. Pursuant to the Company’s loan agreement, the Company is required to furnish the bank with audited financial statements by July 31, 2011. The Company did not furnish audited financial statements by July 31, 2011. The bank granted the Company a waiver and an extension of time to August 31, 2011 to provide the audited financial statements and the Company provided them accordingly. As of December 31, 2010 and September 30, 2011, the Company was in compliance with its loan covenants.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
5. NOTES PAYABLE - continued
In November 2011, the Company and its bank amended the loan agreement to provide for, among other things, (i) a new term loan of $1 million maturing on December 13, 2013, (ii) a revolving credit facility of up to $2 million, maturing on December 13, 2013 and (iii) new financial covenants. Upon consummation of the merger with Tangoe, Inc., the outstanding loan balance was repaid in full.
6. COMMITMENTS
The Company leases its corporate headquarters in San Diego, California and a facility in Columbus, Ohio under operating lease agreements that expire in April and September 2016, respectively. Both leases have a five year renewal option and contain built-in pre-determined rent escalation clauses. The Company recognizes rent expense on a straight line basis over the life of each lease. Rent expense related to these facilities was $773,004 and $717,480 for the nine months ended September 30, 2010 and 2011, respectively.
Certain equipment is also leased under capital lease arrangements (See Note 4).
Future minimum lease payments at December 31, 2010 are as follows:
| | Capital | | Operating | |
Year ending December 31, | | Leases | | Leases | |
2011 | | $ | 195,369 | | $ | 867,037 | |
2012 | | 80,846 | | 960,677 | |
2013 | | 8,660 | | 990,131 | |
2014 | | — | | 1,002,544 | |
2015 | | — | | 1,059,669 | |
Thereafter | | — | | 462,235 | |
Total minimum lease payments | | 284,875 | | $ | 5,342,293 | |
Less: Amounts representing interest | | (25,549 | ) | | |
Present value of minimum capital lease obligations | | 259,326 | | | |
Less: Current portion as of December 31, 2010 | | (176,906 | ) | | |
| | | | | |
Capital lease obligations, non-current as of December 31, 2010 | | $ | 82,420 | | | |
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
7. STOCKHOLDERS’ EQUITY
The Company’s Board of Directors is authorized to issue 206,464,505 shares of stock at terms and conditions that they determine. As of December 31, 2010 and September 30, 2011, 128,258,825 shares are authorized for common stock and 78,205,680 are authorized for preferred stock. As of December 31, 2010 and September 30, 2011, 29,360,665 shares of common stock were outstanding and 70,678,944 shares of preferred stock were outstanding.
In December 2010, the Company sold 14,600,483 shares of Series C-1 preferred stock for $1,992,966 in cash, less $11,659 in financing costs.
A summary of the preferred stock outstanding as of December 31, 2010 and September 30, 2011 is as follows:
| | Shares | | Amount | | Additional
Paid in
Capital | | Total | |
Preferred Series C-1 | | 47,467,947 | | $ | 4,746 | | $ | 6,020,170 | | $ | 6,024,916 | |
Preferred Series C-2 | | 23,210,997 | | 2,321 | | 23,208,676 | | 23,210,997 | |
Total preferred stock outstanding | | 70,678,944 | | $ | 7,067 | | $ | 29,228,846 | | $ | 29,235,913 | |
The holders of Series C-1 and C-2 preferred stock are entitled to the following rights and privileges:
Conversion
Each share of Series C-1 or C-2 preferred stock is convertible, at the option of the holder, into common stock at any time after the date of issuance. The conversion price is determined by multiplying the applicable conversion rate in effect by the number of shares. As of December 31, 2010, the conversion rate for Series C-1 and C-2 was $0.1365 and $1, respectively. Each share of Series C-1 or C-2 preferred stock automatically converts into shares of common stock at the then effective conversion price upon the earlier of the consummation of the sale of the Company’s common stock in an underwritten public offering with a per share price of at least $1.01, net proceeds to the Company of at least $35,000,000 in the aggregate, or the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Series C-1 and C-2 preferred stock, voting together as a single class.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
7. STOCKHOLDERS’ EQUITY-continued
Dividend Rights
The holders of Series C-1 and C-2 preferred stock are entitled to receive a cash dividend at a rate of 9% of the original issue price per annum. The dividends are non-cumulative and payable if and when declared by the Board of Directors. No dividends have been declared as of December 31, 2010.
Voting Rights
The Series C-1 and C-2 preferred shareholders shall have the right to one vote for each share of common stock into which such preferred stock could be converted.
Liquidation Preferences
In the event of a liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, shareholders of Series C-1 and C-2 preferred stock are entitled to receive an amount equal to the Original Issue Price plus all declared and unpaid dividends. If the assets of the Company are insufficient to make payment in full to all holders of Series C-1 and C-2 preferred stock, then such assets shall be distributed ratably in proportion to the full amounts they were otherwise entitled to receive.
Success Bonuses
Upon any event giving rise to the liquidation preferences discussed above, certain key employees and board directors are entitled to receive a success bonus, payable in kind, determined by multiplying the bonus percentage by the value of the liquidation preference. The consummation of the merger with Tangoe, Inc. triggered $2.6 million in success bonus payments, $1.5 million which were paid on the closing date and $1.1 which are deferred as set forth in the merger agreement.
Stock Options
The Company’s 2001 Stock Option Plan, as amended (the “Plan”), provides for the granting of incentive stock options to employees, and non-qualified stock options to employees, directors and consultants. Under the Plan, no person shall be granted any incentive option to the extent that the aggregate fair market value of the underlying stock during any calendar year exceeds $100,000.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
7. STOCKHOLDERS’ EQUITY-continued
The incentive stock options under the Amended Plan are granted with exercise prices not less than 100% of the estimated fair value of the underlying common stock as determined under the Amended Plan, and 110% of the estimated fair value of the underlying common stock for employees who own more than 10% of the total combined voting power of all classes of the Company’s stock. Non-qualified stock options under the Plan are granted with exercise prices of not less than 85% of the estimated fair value of the underlying common stock. Options granted under the Plan generally have a 10 year life and vest over a four year period.
In May 2011, the Company’s Board of Directors increased the total shares available for option grant by 2,700,000 to a total of 24,780,969 options.
In connection with the December 2011 merger with Tangoe, Inc. the preferred shareholders were entitled to receive $.0926 per C-1 share and $0.6786 per C-2 share, and all common and stock option shares were cancelled without consideration. See note 10.
A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2011 is as follows:
| | Number
Shares | | Weighted
Average
Exercise Price | |
Options outstanding as of December 31, 2010 | | 15,508,091 | | $ | 0.04 | |
Granted | | 8,182,464 | | 0.01 | |
Cancelled | | (2,616,585 | ) | 0.02 | |
Options outstanding as of September 30, 2011 | | 21,073,970 | | 0.03 | |
| | | | | | |
There were no options that had expired as of December 31, 2010 and September 30, 2011.
There were 4,436,522 and 1,570,643 shares available for future grant at December 31, 2010 and September 30, 2011, respectively.
The weighted average remaining life of options outstanding as of December 31, 2010 and September 30, 2011 was 5 and 7 years, respectively.
The weighted average fair value of options granted during 2010 and the nine months ended September 30, 2011 was $0.03 and $0.01, respectively.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
7. STOCKHOLDERS’ EQUITY-continued
Changes in the Company’s non-vested options for the nine months ended September 30, 2011 are summarized as follows:
| | Number of
Shares | | Weighted-
Average
Grant-Date
Fair Value per
Share | |
Unvested balance at December 31, 2010 | | 5,632,286 | | $ | 0.02 | |
Granted | | 8,182,464 | | 0.01 | |
Vested | | (2,771,038 | ) | 0.04 | |
Exercised or cancelled | | (2,289,442 | ) | 0.02 | |
Unvested balance at September 30, 2011 | | 8,754,270 | | 0.02 | |
| | | | | | |
As of December 31, 2010 and September 30, 2011, the total remaining unrecognized compensation cost related to unvested stock compensation awards was $126,840 and $62,617. The weighted average remaining requisite service period of the unvested stock awards was 2.5 and 2.2 years, respectively.
Additional information regarding exercisable options as of December 31, 2010 and September 30, 2011 is summarized below:
| | December 31,
2010 | | September 30,
2011 | |
Shares exercisable | | 9,875,806 | | 8,754,270 | |
Weighted average exercise price | | $ | 0.04 | | $ | 0.04 | |
Weighted average remaining life (in years) | | 5 | | 5 | |
| | | | | | | |
Stock Option Valuation
The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of certain input variables, which were as follows: expected volatility of 60%, risk-free interest rate of 2.8%, expected dividend yield of 0%, and expected award life of 6.25 years. As a non-public company,
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
7. STOCKHOLDERS’ EQUITY-continued
the expected volatility is based on the historical volatility of a peer group of publicly-traded companies.
Stock Option Compensation Expense
The estimated fair value of stock options is recognized as a charge against income on a straight-line basis over the requisite service period. Total share-based compensation expense recognized for the the nine months ended September 30, 2010 and 2011 was $180,700 and $37,834, respectively.
Shares Reserved for Future Issuance
The following shares of common stock have been reserved for future issuance at December 31, 2010 and September 30, 2011.
| | December
31, 2010 | | September
30, 2011 | |
Conversion of Series C-1 preferred stock | | 47,467,947 | | 47,467,947 | |
Conversion of Series C-2 preferred stock | | 23,210,997 | | 23,210,997 | |
Stock options issued and outstanding | | 15,508,091 | | 21,073,970 | |
Authorized for future option grants | | 4,436,522 | | 1,570,643 | |
Total reserved for future issuance | | 90,623,557 | | 93,323,557 | |
8. EMPLOYEE BENEFIT PLAN
The Company maintains a plan under Section 401(k) of the Internal Revenue Code under which all employees of the Company are eligible to participate. Plan participants may elect to contribute up to 80% of annual compensation, subject to the contribution limits proscribed by the Internal Revenue Code ($16,500 for 2011), to the plan. Matching contributions charged to operations totaled $215,457 and $134,026 for the nine months ended September 30, 2010 and 2011, respectively. In connection with the Tangoe, Inc. merger, the Company’s 401(k) plan was terminated on December 19, 2011, the merger date.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
9. INCOME TAXES
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Taxes based on income were as follows:
| | Year ended
December 31,
2010 | | Nine months
ended
September 30,
2011 | |
Current | | | | | |
Federal | | $ | 20,000 | | $ | — | |
State | | (3,500 | ) | (3,205 | ) |
Foreign | | (10,035 | ) | — | |
| | 6,465 | | 3,205 | |
Deferred | | | | | |
Federal | | — | | — | |
State | | — | | — | |
| | — | | — | |
Benefit (provision) for income taxes | | $ | 6,465 | | $ | 3,205 | |
The effective tax rate differs from the federal statutory income tax rate applied to loss before provision for income taxes due to the following:
| | Year ended
December
31, 2010 | |
Tax computed at the federal statutory rate | | (318,369 | ) |
State tax, net of fed tax benefit | | (34,933 | ) |
Valuation allowance | | (288,223 | ) |
Permanent items and other | | 71,145 | |
Refundable research and development credits | | — | |
Foreign taxes | | 10,035 | |
Adjustment to prior year deferred and state rate change | | 553,880 | |
Benefit for income taxes | | (6,465 | ) |
Effective tax rate | | 0.7 | % |
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
9. INCOME TAXES-continued
Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes at December 31, 2010 are as follows:
| | December 31,
2010 | |
Deferred tax assets: | | | |
Net operating losses | | $ | 13,273,027 | |
Research and development credits | | 909,318 | |
Deferred revenue | | 272,924 | |
Other | | 481,542 | |
Gross deferred tax assets | | 14,936,811 | |
Valuation allowance | | (14,936,811 | ) |
Deferred tax assets, net | | — | |
| | | |
Deferred tax liabilities: | | | |
Intangible assets acquired | | — | |
Deferred tax liabilities, net | | $ | — | |
As of December 31, 2010, the Company had net operating loss carryforwards of approximately $34,899,267 and $23,815,281 for federal and state income tax purposes, respectively, which may be used to offset future taxable income and expire in varying amounts in 2022 through 2030 and 2012 through 2020, respectively.
As of December 31, 2010, the Company has net federal and state research and development credits of approximately $556,039 and $532,971, respectively. The federal research and development credit begins to expire in 2016. The state research and development credit carries forward indefinitely.
Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s NOL and credit carryforwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. The Company has not performed an analysis of previous changes in ownership. Ownership changes could have impacted the Company’s ability to utilize NOL and credit carryforwards remaining at the date of the ownership change.
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ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
9. INCOME TAXES-continued
The Company has established a full valuation allowance for its deferred tax assets due to uncertainties that preclude it from determining that it is more likely than not that the Company will be able to generate sufficient taxable income to realize such assets. The Company monitors positive and negative factors that may arise in the future as it assesses the need for a valuation allowance against its deferred tax assets. At the year ended December 31, 2010 the Company has a valuation allowance of $14,457,459 against its deferred tax assets.
The Company has undistributed earnings from its United Kingdom and German subsidiaries of $36,000 and $14,000, respectively. In 2011, the Company began winding down business activities in these two countries and is currently evaluating its presence in both the UK and Germany. It is anticipated that once business activities cease, the German and UK subsidiaries will pay out the undistributed earnings to the Company as a dividend.
Uncertain Tax Positions
In 2009, the Company adopted the recognition requirements for uncertain tax provisions as proscribed under ASC 740—Income Taxes with no cumulative effect adjustment required. Under ASC 740, income tax benefits are recognized for income tax positions taken or expected to be taken only when the weight of available evidence indicates it is more likely than not that the position will be sustained by the taxing authorities.
The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. The Company has analyzed tax positions taken for filing with both the Internal Revenue Service and all state filing jurisdictions. The Company believes that income tax filing positions will be sustained upon examination, and does not anticipate any adjustments that would result in a material adverse affect on the Company’s financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves or related accruals for uncertain tax position as of December 31, 2010 or September 30, 2011.
Interest and penalties related to unrecognized tax benefits are recognized in income tax expense.
The Company and its subsidiaries are subject to U.S. federal, state and local income tax, as well as foreign taxes in Germany and the United Kingdom. In the normal course of business, its income tax returns are subject to examination by the relevant taxing authorities. The Company is not currently under examination in any jurisdiction. As of December 31, 2010, the 2005 —
21
ProfitLine, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
September 30, 2011
9. INCOME TAXES-continued
2009 tax years remain subject to examination in the U.S. federal tax and various state tax jurisdictions.
The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.
10. SUBSEQUENT EVENTS
On December 19, 2011, the Company entered into a merger agreement with Tangoe, Inc., a competitor, and an acquisition subsidiary of Tangoe, Inc., whereby Tangoe, Inc. purchased all of the Company’s capital stock by way of merger of the acquisition subsidiary into ProfitLine, in exchange for $23.5 million in cash, $14.5 million of which was payable on the closing date and the remainder of which is payable in equal installments on the 12-month and 18 month anniversary of the closing date. The proceeds were applied towards transaction expenses, including the success bonuses discussed in Note 7 (each as defined in the merger agreement), and the balance was paid to the preferred shareholders pro-rata with their interest. All of the common shares and outstanding stock options were cancelled without consideration.
Also in connection with the merger, the Company terminated the employment of its Chief Executive Officer, Chief Technology Officer and Chief Operating Officer.
All subsequent events have been disclosed in these financial statements as of February X, 2012, the date such financial statements were available to be issued.
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