EXHIBIT 99.1
CONSOLIDATED FINANCIAL STATEMENTS
Yodlee, Inc.
Years ended December 31, 2001, 2000, and 1999
Yodlee, Inc.
Consolidated Financial Statements
Years ended December 31, 2001, 2000, and 1999
CONTENTS
Report of Independent Auditors...............................................1
Audited Consolidated Financial Statements
Consolidated Balance Sheets..................................................2
Consolidated Statements of Operations........................................3
Consolidated Statement of Redeemable Convertible Preferred Stock
and Stockholders' Deficit.................................................4
Consolidated Statements of Cash Flows........................................7
Notes to Consolidated Financial Statements...................................9
Report of Independent Auditors
The Board of Directors
Yodlee, Inc.
We have audited the accompanying consolidated balance sheets of Yodlee, Inc. as
of December 31, 2001 and 2000, and the related consolidated statements of
operations, redeemable convertible preferred stock and stockholders' deficit,
and cash flows for the period from inception (February 1999) to December 31,
1999 and for each of the two years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Yodlee, Inc. at
December 31, 2001 and 2000, and the consolidated results of its operations and
its cash flows for the period from inception (February 1999) to December 31,
1999 and for each of the two years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
Palo Alto, California
March 15, 2002
1
Yodlee, Inc.
Consolidated Balance Sheets
DECEMBER 31,
ASSETS 2001 2000
------------- -------------
Current assets:
Cash and cash equivalents $ 16,916,269 $ 23,588,874
Accounts receivable, net of allowance for doubtful accounts of $331,257 and $139,723
at December 31, 2001 and 2000, respectively 3,256,996 1,269,666
Prepaid expenses and other current assets 1,311,501 1,137,721
------------- -------------
Total current assets 21,484,766 25,996,261
Property and equipment, net 6,941,820 3,668,238
Restricted investments 146,433 1,248,534
Purchased intangibles and goodwill, net 5,067,986 --
Merger costs -- 2,175,215
Other assets 1,263,975 817,577
------------- -------------
$ 34,904,980 $ 33,905,825
============= =============
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable $ 962,361 $ --
Accounts payable 3,473,601 5,074,177
Accrued compensation 1,100,942 397,706
Due to stockholder 1,000,000 1,000,000
Other accrued expenses 261,765 1,537,761
Capital lease obligation - short-term 368,074 254,056
Deferred revenue 5,934,071 3,836,744
------------- -------------
Total current liabilities 13,100,814 12,100,444
Notes payable 2,038,250 --
Due to stockholder-long term 1,000,000 2,000,000
Deferred revenue - long term 5,102,595 --
Nonrefundable prepaid license fees 8,810,625 --
Capital lease obligation - long term 412,984 246,812
Commitments
Redeemable convertible preferred stock, $0.001 par value, issuable in series;
58,435,000 shares authorized at December 31, 2001, 50,905,719 shares issued
and outstanding at December 31, 2001 (23,786,890 shares in 2000); aggregate
liquidation preference of $189,069,513 212,075,162 71,564,689
Stockholders' deficit:
Convertible preferred stock, $0.001 par value, issuable in series; 8,000,000
shares authorized, issued and outstanding at December 31, 2001 and 2000;
aggregate liquidation preference of $2,000,000 8,000 8,000
Common stock, $0.001 par value; shares authorized: 97,000,000 at December 31, 2001
19,460,564 shares issued and outstanding in 2001 (19,140,189 shares in 2000) 19,461 19,141
Additional paid-in capital 9,479,468 8,306,200
Stockholder notes receivable (643,624) (643,624)
Accumulated deficit (216,498,755) (59,695,837)
------------- -------------
Total stockholders' deficit (207,635,450) (52,006,120)
------------- -------------
$ 34,904,980 $ 33,905,825
============= =============
See accompanying notes.
2
Yodlee, Inc.
Consolidated Statements of Operations
PERIOD FROM
INCEPTION
YEAR ENDED (FEBRUARY
DECEMBER 31, 1999) TO
---------------------------------- DECEMBER 31,
2001 2000 1999
------------------------------------------------------
Revenue $ 7,019,039 $ 970,472 $ --
Operating expenses:
Cost of revenue 14,316,972 5,347,908 778,889
Research and development 14,383,292 10,621,345 1,770,633
Sales and marketing 10,231,000 34,631,250 872,421
General and administrative 6,229,489 2,501,845 550,527
Amortization of purchased intangibles and goodwill 33,409,765 -- --
Impairment of purchased intangibles and goodwill 67,396,322 -- --
------------- ------------ -----------
Total operating expenses 145,966,840 53,102,348 3,972,470
------------- ------------ -----------
Loss from operations (138,947,801) (52,131,876) (3,972,470)
Interest income 875,738 1,250,567 234,943
Interest expense (58,352) (34,400) --
Other expense (371,363) -- --
------------- ------------ -----------
Net loss (138,501,778) (50,915,709) (3,737,527)
Accretion on redeemable convertible preferred stock (18,301,140) (4,646,778) (395,823)
-------------- ------------ -----------
Net loss attributable to common stockholders $(156,802,918) $(55,562,487) $(4,133,350)
============= ============ ===========
See accompanying notes.
3
Yodlee, Inc.
Consolidated Statement of Redeemable Convertible
Preferred Stock and Stockholders' Deficit
STOCKHOLDERS' DEFICIT
REDEEMABLE CONVERTIBLE -----------------------------------------------------
PREFERRED STOCK CONVERTIBLE PREFERRED STOCK COMMON STOCK
-------------------------------------------------------------------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------------------------------------------------------------------------------------
Balance at inception
(February 16, 1999) -- $ -- -- $ -- -- $ --
Issuance of common stock
to founders in exchange
for patent applications -- -- -- -- 4,000,000 4,000
Issuance of Series A preferred
stock at $0.25 per share
for cash (net issuance
costs of $5,973) -- -- 8,000,000 8,000 -- --
Issuance of common stock to
founders at $0.025 per share
for cash -- -- -- -- 3,200,000 3,200
Issuance of Series B preferred
stock at $1.25 per share
for cash and services (net
issuance costs of $53,320) 12,428,000 15,481,680 -- -- -- --
Exercise of stock options -- -- -- -- 4,220,000 4,220
Repurchase of common stock -- -- -- -- (200,000) (200)
Accretion of redemption value
of Series B preferred stock -- 395,823 -- -- -- --
Net loss -- -- -- -- -- --
---------- ------------ --------- --------- ---------- ------
December 31, 1999
(carried forward) 12,428,000 15,877,503 8,000,000 8,000 11,220,000 11,220
STOCKHOLDERS' DEFICIT
-----------------------------------------------------------
ADDITIONAL STOCKHOLDER TOTAL
PAID-IN NOTES ACCUMULATED STOCKHOLDERS'
CAPITAL RECEIVABLE DEFICIT DEFICIT
--------- ---------- ----------- -------------
Balance at inception
(February 16, 1999) $ -- $ -- $ -- $ --
Issuance of common stock
to founders in exchange
for patent applications 36,000 -- -- 40,000
Issuance of Series A preferred
stock at $0.25 per share
for cash (net issuance
costs of $5,973) 1,986,027 -- -- 1,994,027
Issuance of common stock to
founders at $0.025 per share
for cash 76,800 (45,000) -- 35,000
Issuance of Series B preferred
stock at $1.25 per share
for cash and services (net
issuance costs of $53,320) -- -- -- --
Exercise of stock options 125,280 (81,000) -- 48,500
Repurchase of common stock (4,800) -- -- (5,000)
Accretion of redemption value
of Series B preferred stock -- -- (395,823) (395,823)
Net loss -- -- (3,737,527) (3,737,527)
---------- --------- ----------- -----------
December 31, 1999
(carried forward) 2,219,307 (126,000) (4,133,350) (2,020,823)
4
Yodlee, Inc.
Consolidated Statement of Redeemable Convertible
Preferred Stock and Stockholders' Deficit (continued)
STOCKHOLDERS' DEFICIT
REDEEMABLE CONVERTIBLE -----------------------------------------------------
PREFERRED STOCK CONVERTIBLE PREFERRED STOCK COMMON STOCK
-------------------------------------------------------------------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------------------------------------------------------------------------------------
December 31, 1999
(brought forward) 12,428,000 $ 15,877,503 8,000,000 $ 8,000 11,220,000 $11,220
Issuance of Series C preferred
stock at $4.51 per share for
cash and marketing rights
(net of issuance costs
of $188,240) 10,942,263 49,161,366 -- -- -- --
Issuance of Series C preferred
stock at $4.51 per share
for cash 416,627 1,879,042 -- -- -- --
Issuance of equity awards to
nonemployees -- -- -- -- -- --
Issuance of common stock to
non-employees for cash -- -- -- -- 750,000 750
Exercise of stock options -- -- -- -- 7,649,500 7,650
Repurchase of common stock -- -- -- -- (479,311) (479)
Issuance of warrants to
purchase Series C preferred
stock in connection with
marketing arrangement -- -- -- -- -- --
Accretion of redemption value
of the redeemable
preferred stock -- 4,646,778 -- -- -- --
Net loss -- -- -- -- -- --
---------- ------------ --------- --------- ---------- -------
December 31, 2000
(carried forward) 23,786,890 71,564,689 8,000,000 8,000 19,140,189 19,141
STOCKHOLDERS' DEFICIT
-----------------------------------------------------------
ADDITIONAL STOCKHOLDER TOTAL
PAID-IN NOTES ACCUMULATED STOCKHOLDERS'
CAPITAL RECEIVABLE DEFICIT DEFICIT
--------- ---------- ----------- -------------
December 31, 1999
(brought forward) $2,219,307 $(126,000) $(4,133,350) $(2,020,823)
Issuance of Series C preferred
stock at $4.51 per share for
cash and marketing rights
(net of issuance costs
of $188,240) -- -- -- --
Issuance of Series C preferred
stock at $4.51 per share
for cash
Issuance of equity awards to
nonemployees 515,591 -- -- 515,591
Issuance of common stock to
non-employees for cash 749,250 -- -- 750,000
Exercise of stock options 1,005,059 (517,624) -- 495,085
Repurchase of common stock (51,757) -- -- (52,236)
Issuance of warrants to
purchase Series C preferred
stock in connection with
marketing arrangement 3,868,750 -- -- 3,868,750
Accretion of redemption value
of the redeemable
preferred stock -- -- (4,646,778) (4,646,778)
Net loss -- -- (50,915,709) (50,915,709)
---------- --------- ----------- -----------
December 31, 2000
(carried forward) 8,306,200 (643,624) (59,695,837) (52,006,120)
5
Yodlee, Inc.
Consolidated Statement of Redeemable Convertible
Preferred Stock and Stockholders' Deficit (continued)
STOCKHOLDERS' DEFICIT
REDEEMABLE CONVERTIBLE -----------------------------------------------------
PREFERRED STOCK CONVERTIBLE PREFERRED STOCK COMMON STOCK
-------------------------------------------------------------------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------------------------------------------------------------------------------------
December 31, 2000
(brought forward) 23,786,890 $ 71,564,689 8,000,000 $ 8,000 19,140,189 $19,141
Issuance of Series D preferred
stock at $4.51 per share in
acquisition of VerticalOne,
Corporation 24,765,274 111,691,386 -- -- -- --
Issuance of Series E preferred
at $4.51 per share for cash
(net of issuance costs
of $96,586) 2,353,555 10,517,947 -- -- -- --
Issuance of equity awards and
warrants to non-employees -- -- -- -- -- --
Issuance of common stock for
services -- -- -- -- 395,000 395
Issuance of common stock to
non-employees for cash -- -- -- -- 495,000 495
Exercise of stock options -- -- -- -- 117,686 117
Repurchase of common stock -- -- -- -- (687,311) (687)
Accretion of redemption value
of the redeemable preferred
stock -- 18,301,140 -- -- -- --
Net loss -- -- -- -- -- --
---------- ------------ --------- --------- ---------- -------
December 31, 2001 50,905,719 $212,075,162 8,000,000 $ 8,000 19,460,564 $19,461
========== ============ ========= ========= ========== =======
STOCKHOLDERS' DEFICIT
-----------------------------------------------------------
ADDITIONAL STOCKHOLDER TOTAL
PAID-IN NOTES ACCUMULATED STOCKHOLDERS'
CAPITAL RECEIVABLE DEFICIT DEFICIT
--------- ---------- ----------- -------------
December 31, 2000
(brought forward) $8,306,200 $(643,624) $ (59,695,837) $ (52,006,120)
Issuance of Series D preferred
stock at $4.51 per share in
acquisition of VerticalOne,
Corporation -- -- -- --
Issuance of Series E preferred
at $4.51 per share for cash
(net of issuance costs
of $96,586) -- -- -- --
Issuance of equity awards and
warrants to non-employees 273,095 -- -- 273,095
Issuance of common stock for
services 394,605 -- -- 395,000
Issuance of common stock to
non-employees for cash 494,505 -- -- 495,000
Exercise of stock options 84,740 -- -- 84,857
Repurchase of common stock (73,677) -- -- (74,364)
Accretion of redemption value
of the redeemable preferred
stock -- -- (18,301,140) (18,301,140)
Net loss -- -- (138,501,778) (138,501,778)
---------- --------- ------------- -------------
December 31, 2001 $9,479,468 $(643,624) $(216,498,755) $(207,635,450)
========== ========= ============= =============
See accompanying notes.
6
Yodlee, Inc.
Consolidated Statements of Cash Flows
PERIOD FROM
INCEPTION
YEAR ENDED (FEBRUARY
DECEMBER 31, 1999) TO
-------------------------------- DECEMBER 31,
2001 2000 1999
------------- ------------- ------------
OPERATING ACTIVITIES
Net Loss (138,501,778) $ (50,915,709) $ (3,737,527)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation 4,863,285 804,830 58,615
Amortization of purchased intangibles and goodwill 33,409,765 -- --
Impairment of purchased intangibles and goodwill 67,396,322 -- --
Noncash expenses from stock and warrant issuance 273,095 515,591 --
Noncash expenses from issuance of stock and warrants in exchange for --
marketing branding rights -- 23,868,750
Change in operating assets and liabilities:
Accounts receivable, net (1,395,364) (850,840) (418,826)
Prepaids and other current assets 113,968 (1,014,674) (123,047)
Accounts payable (2,603,475) 3,951,873 1,122,306
Due to stockholder -- 1,000,000 --
Accrued expenses (817,173) 1,851,170 84,299
Deferred revenue 7,199,922 3,444,744 392,000
Nonrefundable prepaid license fees 8,810,625 -- --
Due to stockholder, long-term (1,000,000) 2,000,000 --
------------- ------------- ------------
Net cash used in operating activities (22,250,808) (15,344,265) (2,622,180)
------------- ------------- ------------
INVESTING ACTIVITIES
Net proceeds from acquisition 4,126,819 -- --
Purchase of held to maturity investments -- (117,812,856) (11,930,537)
Maturities of held to maturity investments -- 129,743,393 --
Purchase of restricted investment (146,433) (1,248,534) --
Maturity of restricted investment 1,248,534 -- --
Purchase of property and equipment (2,746,444) (2,732,310) (1,111,281)
Deposits and other assets (446,398) (721,477) (96,100)
Merger Costs -- (2,175,215) --
------------- ------------- ------------
Net cash provided by (used in) investing activities 2,036,078 5,053,001 (13,137,918)
------------- ------------- ------------
FINANCING ACTIVITIES
Proceeds from notes payable 3,078,556 -- --
Principal payments on notes payable (77,945) -- --
Proceeds from capital lease obligations 21,221 -- --
Principal payments on capital lease obligations (503,147) (187,224) --
Proceeds from issuance of common stock 579,857 1,245,081 123,500
Proceeds from issuance of preferred stock, net 10,517,947 31,040,408 17,475,707
Repurchase of common stock (74,364) (52,236) (5,000)
------------- ------------- ------------
Net cash provided by financing activities 13,542,125 32,046,029 17,594,207
------------- ------------- ------------
Net (decrease) increase in cash and cash equivalents (6,672,605) 21,754,765 1,834,109
Cash and cash equivalents at beginning of year 23,588,874 1,834,109 --
------------- ------------- ------------
Cash and cash equivalents at end of year $ 16,916,269 $ 23,588,874 $ 1,834,109
============= ============= ============
See accompanying notes.
7
Yodlee, Inc.
Consolidated Statements of Cash Flows (continued)
PERIOD FROM
INCEPTION
YEAR ENDED (FEBRUARY
DECEMBER 31, 1999) TO
---------------------------- DECEMBER 31,
2001 2000 1999
--------- ------------ ------------
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Notes receivable from stockholders in exchange for common stock $ -- $ 511,625 $ 126,000
Equipment acquired under capital lease arrangements $ 787,672 $ 688,092 $ --
Warrants issued in conjunction with loan agreement $ 121,410 $ -- $ --
Warrants issued in conjunction with co-development and reseller agreement $ 106,500 $ 106,500 $ --
Preferred stock issued in connection with marketing arrangement $ -- $ 20,000,000 $ --
Warrants issued in conjunction with marketing arrangement $ -- $ 321,750 $ --
Common shares issued for investment advisory services $ 395,000 $ -- $ --
Issuance of preferred stock in exchange for patent rights and privileges $ -- $ -- $ 40,000
Issuance of preferred stock in exchange for services performed $ -- $ -- $ 10,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 142,306 $ 34,253 $ --
See accompanying notes.
8
Yodlee, Inc.
Notes to Consolidated Financial Statements
December 31, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Yodlee, Inc. (Yodlee or the Company) was incorporated in Delaware in February
1999 and commenced operations on February 16, 1999.
The Company provides account aggregation services to customers with customized
solutions that range from applications to mobile access. Through 1999, the
Company's principal operations consisted of raising capital through the issuance
of preferred stock, research and development activities, and forming strategic
alliances with key individuals and corporations conducting business on the
Internet. Accordingly, the Company was classified as a development stage
company. In 2000, the Company launched its aggregation services and therefore
emerged from the development stage.
The Company has sustained net losses and negative cash flows from operations
since inception. The Company's ability to meet obligations in the ordinary
course of business is dependent upon its ability to establish profitable
operations and to raise additional financing through equity financings,
collaborative or other arrangements with corporate sources, or other sources of
financing. In the years ended December 31, 2001 and 2000, the Company received
net cash proceeds of approximately $10.5 million and $31.0 million through the
issuance of preferred stock.
Management believes that existing capital is sufficient to enable the Company to
meet its planned expenditures through December 31, 2002. To meet its longer-term
needs, potentially including 2002, management intends to increase working
capital through additional credit facilities, additional equity and/or debt
financings. However, there can be no assurance that such facilities are
obtainable or that such financings can be successfully completed on terms
acceptable to the Company. To the extent that additional financing sources are
not available to the Company, management intends, and believes that it has the
ability, to reduce expenditures so as not to require additional financing before
December 31, 2002.
PRINCIPLES OF CONSOLIDATION
In July 2000, the Company formed a wholly owned subsidiary in India, Yodlee.Com
Infotech Pvt Ltd. The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, after elimination of all
inter-company transactions and balances.
9
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ materially from these estimates.
REVENUE RECOGNITION
The Company generates revenue from licensing, usage and maintenance fees
generated from the sale of its aggregation and data services and its co-branding
and application management services.
Co-branding service revenue consists of an implementation fee that includes the
co-branded Web site as well as continuous maintenance of the Web site throughout
the term of the agreement. The Company recognizes revenue over the period that
the services are provided, which is typically over the term of the contract. The
revenue is deferred until the application has been delivered and accepted by the
customer. Revenue from the implementation fee is recognized ratably over the
service period of the contract beginning on the delivery or launch date.
Application management services revenue consists of monthly recurring fees for
hosting services and is recognized as the services are performed. Application
management services provide customers with the rights to access applications,
hardware for the application access, customer service, and rights to unspecified
upgrades and updates. Customers generally do not have the right to take
possession of the software at any time during the hosting agreement. Some of the
contracts for application management services include monthly minimum volume
commitments by the Company's customers and fees for actual volume usage. Minimum
volume customer commitments are recognized as they become due and payable.
Actual volume usage that exceeds designated minimums is recognized as revenues
when amounts due are earned by the Company.
Customer billing occurs in accordance with contract terms. Customer advances and
amounts billed to customers in excess of revenue recognized are recorded as
deferred revenue.
10
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (FAS 109). Under this method,
deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates that will be in effect when the differences
are expected to reverse.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on deposit and investments in money
market accounts. The fair value of money market deposits approximates their cost
at December 31, 2001 and 2000.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist principally of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities and
compensation, capital lease obligations and notes payable. The Company believes
all of the financial instruments' recorded values approximate fair value.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated depreciation.
Property and equipment are depreciated using the straight-line method over two
to five years, the estimated useful life of the assets.
GOODWILL AND PURCHASED INTANGIBLES
The Company records goodwill when the purchase price of net tangible and
intangible assets acquired exceeds their fair value. Goodwill is amortized on a
straight-line basis over a period of 3 years. Identified intangibles are
amortized on a straight-line basis over periods ranging from 9 months to 3
years.
11
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS
The Company performs reviews to determine if the carrying values of long-lived
assets are impaired. These reviews look for facts or circumstances, either
internal or external, that would indicate that the carrying value of the asset
cannot be recovered.
The Company measures impairment loss related to long-lived assets based on the
amount by which the carrying amount of such assets exceeds their fair values.
The Company's measurement of fair value is generally based on an analysis of
anticipated revenue streams, operating profitability and associated factors. In
performing this analysis, management use the best information available in the
circumstances, including reasonable and supportable assumptions and projections.
RESEARCH AND DEVELOPMENT
Research and development expenditures are generally charged to operations as
incurred. Statement of Financial Accounting Standards No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
requires the capitalization of certain software development costs subsequent to
the establishment of technological feasibility. Based on the Company's product
development process, technological feasibility is established upon the
completion of a working model. Costs incurred by the Company between the
completion of the working model and the point at which the product is ready for
general release have been insignificant. Accordingly, the Company has charged
all such costs to product and service development expense in the accompanying
statements of operations.
STOCK-BASED COMPENSATION
The Company accounts for its stock options and equity awards in accordance with
the provisions of the Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and has elected to follow the "disclosure only"
alternative prescribed by SFAS No. 123, "Accounting of Stock-Based Compensation"
("FAS 123").
Equity instruments granted to non-employees are accounted for using the
Black-Scholes option pricing model prescribed by SFAS No. 123 and in accordance
with Emerging Issues Task Force (EITF) 96-18, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services", the instruments are subject to periodic revaluation
over their vesting terms. The expense is recognized as the instruments vest.
12
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to credit risk
include cash, cash equivalents and accounts receivable. The Company places its
cash and cash equivalents with high credit quality financial institutions. The
Company extends credit to customers and does not require collateral. For the
year ended December 31, 2001, four customers represented 54% of the outstanding
accounts receivable.
FOREIGN CURRENCY
The functional currency of Yodlee's foreign subsidiary is the local currency.
Assets and liabilities of our foreign subsidiaries are translated at the
exchange rate on the balance sheet date. Revenue, costs and expenses are
translated at average rates of exchange in effect during the year. Translation
gains and losses are reported as a separate component of stockholders' equity,
which were immaterial in the periods presented. Net gains and losses resulting
from foreign exchange transactions are included in the consolidated statement of
operations and were immaterial in all periods presented.
ADVERTISING EXPENSE
All advertising costs are expensed as incurred. Advertising costs which are
included in sales and marketing expense were $398,121 and $494,094, for the
years ended December 31, 2001 and 2000, respectively.
RECENT PRONOUNCEMENTS
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
141, Business Combinations ("SFAS 141"). SFAS 141 establishes new standards for
accounting and reporting business combinations and requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Use of the pooling-of-interests method will be prohibited. SFAS 141
also establishes criteria for separate recognition of intangible assets acquired
in a business combination. The Company adopted this statement effective July 1,
2001 and the adoption did not have a material effect on the Company's operating
results or financial position.
13
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT PRONOUNCEMENTS (CONTINUED)
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets ("SFAS 142"), to supersede APB Opinion
No. 17, Intangible Assets. SFAS 142 establishes new standards for goodwill,
including the elimination of goodwill amortization to be replaced with methods
of periodically evaluating goodwill for impairment. The Company will adopt this
statement as of January 1, 2002, and cease the amortization of goodwill.
Intangible assets determined to have finite lives will continue to be amortized
over their useful lives.
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (FAS 144), which addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations for a disposal of a
segment of a business. FAS 144 is effective for fiscal years beginning after
December 15, 2001, with earlier application encouraged. The Company will adopt
FAS 144 as of January 1, 2002 and does not expect that this will have a
significant impact on the Company's financial position and results of
operations.
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
DECEMBER 31,
2001 2000
------------ -----------
Computer equipment and software $ 11,420,569 $ 3,478,632
Furniture, fixtures, and equipment 1,054,810 860,516
Leasehold improvements 192,535 192,535
------------ -----------
12,667,914 4,531,683
Less accumulated depreciation (5,726,094) (863,445)
------------ -----------
$ 6,941,820 $ 3,668,238
============ ===========
Computer equipment and software includes approximately $1,493,711 of assets
under capital leases and related accumulated depreciation of $628,114 as of
December 31, 2001.
14
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
3. ACQUISITION OF VERTICALONE CORPORATION (VERTICALONE) AND
SUBSEQUENT IMPAIRMENT OF ASSETS ACQUIRED
On January 16, 2001, the Company acquired 100% of the outstanding shares of
VerticalOne, a wholly owned subsidiary of S1 Corporation ("S1"). In
consideration for the purchase, the Company issued to S1 a total of 24,765,274
shares of Series D Preferred Stock, valued at $4.51 per share for a total of
$111.7 million. After the acquisition, S1 owned an approximate 33% ownership
interest in the Company. In addition, the Company incurred direct merger related
costs of approximately $2.2 million in cash and through the issuance of 395,000
shares of common stock with a value of $395,000. These costs were solely
comprised of professional fees paid to investment bankers, accountants and
attorneys representing the Company in the transaction.
The acquisition was accounted for as a purchase and, accordingly, the results of
operations of VerticalOne have been included with those of the Company for the
period subsequent to the date of acquisition. The Company received assistance
from an independent valuation expert in its determination of the fair values of
the intangible assets assumed. The valuation used a combination of methods,
including an income approach for the purchased technology and a cost approach
for the acquired workforce. No in-process technology was identified in the
purchase price allocation and no deferred revenue was assumed from the acquired
entity.
The following table presents the purchase price allocation of the acquisition
(dollars in thousands):
LIFE IN AMOUNT
MONTHS ($000'S)
------- --------
Acquired workforce 12 $654
Purchased technology 9 588
Existing customer base 36 1,500
Favorable hosting agreement 24 4,562
Cash assumed 4,127
Property and equipment 24 4,602
Net other identifiable assets (liabilities) (302)
assumed
Goodwill Representing the excess of cost over 36 98,570
fair value of net assets acquired
-------
Purchase price $114,301
========
15
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
3. ACQUISITION OF VERTICALONE CORPORATION (VERTICALONE) AND
SUBSEQUENT IMPAIRMENT OF ASSETS ACQUIRED (CONTINUED)
As discussed in Note 1, the Company performs reviews to determine if the
carrying values of its goodwill and intangible assets are impaired. The reviews
look for facts or circumstances, either internal or external, that indicate that
the carrying value of an asset cannot be recovered. During the final months of
the year ended December 31, 2001, events and circumstances indicated significant
impairment of the goodwill and intangible assets that the Company received in
connection with its acquisition of VerticalOne. These include a prolonged and
accelerated deterioration in the valuations of publicly traded comparable
entities.
In each case, the Company measured the impairment of assets based on the amount
by which the carrying amount of the assets exceeded their fair value based on
lower projected revenues, profits, and decreases in estimated cash flows. The
measurement of fair value was based on an analysis of anticipated revenue
streams, operating profitability, and associated factors relating to the
identified assets arising at the date of the acquisition. Based on management's
analysis, the Company recorded a total impairment charge of $67.4 million in
2001.
The Company has also entered into a Sales Representation Agreement ("SRA"), with
S1 Corporation pursuant to which S1 became an authorized reseller of the
Company's aggregation service. The term of this agreement ends upon the earlier
of July 16, 2005 or the date at which S1 recoups a total of $10.0 million that
was paid to the Company. The Company initially recorded the receipt of this
amount as long-term, nonrefundable prepaid license fees. S1 recoups the prepaid
amount as it resells the Company's services and as payments for these services
are collected from third parties. The Company will recognize revenue from this
SRA only to the extent that S1 provides evidence of sell-through to third
parties and the third party customers accept and commence use of the service.
Revenues will then be recognized over the period of the service arrangement with
the third party. To the extent that it appears likely that any amount of the
nonrefundable prepaid license fee will not be recouped through sale of the
aggregation service to third parties, the remaining balance will be recorded as
a non-operating gain. The Company recorded $50,375 in revenue from this
arrangement in 2001.
S1 also agreed to provide the Company with Data Center floor space for a period
of 2 years following the transaction and to sublease certain other facilities
space to the Company. In 2001, the Company expensed a total of $264,950 under
these arrangements.
16
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
4. TRANSACTIONS WITH A STOCKHOLDER
In 2000 the Company entered into a series of transactions with a large Media and
Entertainment Corporation. The significant elements of these transactions were
as follows:
The Corporation purchased a total of 5,604,127 shares of the Company's Series C
redeemable preferred stock at a price of $4.51 per share. The Company received a
total of approximately $5.3 million in cash and received branding rights as
described below. The price, terms and preferences of the shares were identical
to Series C shares issued to all other investors in the closings of the Series C
financing.
In return for the branding rights through December 31, 2000, the Company issued
Series C redeemable preferred stock with a value of approximately $20.0 million
and agreed to pay a total of $3.0 million in cash, payable in 3 equal payments
of $1.0 million per year through 2003, and to issue a total of four warrants to
Series C redeemable preferred stock with a value of $3,868,750.
The value of the preferred stock, warrants and cash consideration has been
charged to sales and marketing expense in fiscal 2000 due to the fact that (i)
the term of the branding rights expired on December 31, 2000 (ii) the
Stockholder had no continuing obligations to the Company beyond that date, (iii)
the Company received no other services, trademarks or commitments from the
Stockholder, other than the short-term branding arrangement, and there were no
other elements of the arrangement with the Stockholder that provided the Company
with tangible or estimable benefits that could be used as a basis for a deferral
of the payments made. At December 31, 2001 and 2000, respectively, the Company
was obligated to pay a total of $2.0 million and $3.0 million to the Stockholder
under the terms of the branding rights agreement. In the event that the Company
fails to pay the second payment of $1.0 million, that is due on or before
December 1, 2002, the Company will be liable to the Stockholder for a liquidated
damages payment of $7.0 million.
The Stockholder paid the Company a $400,000 implementation fee in cash in return
for the Company's commitment to host its aggregation service. The Company has
continuing obligations to maintain this service and to provide such deliverables
as unspecified updates and "enhancements" to the hosted service at no additional
cost, through a minimum term ending on March 31, 2003. Revenues under this
arrangement are being spread ratably over the expected term. The Company
recognized $241,988 and $ 90,616 as revenues under this arrangement during the
years ended December 31, 2001 and 2000 respectively.
17
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
5. COMMITMENTS
LEASES
The Company has several operating leases for its office facilities and other
equipment. During 2001 and 2000, the Company purchased property and equipment
under capital lease agreements.
Future rental payments on a fiscal-year basis under noncancelable operating
leases and capital leases with initial terms in excess of one year are as
follows:
CAPITAL OPERATING
LEASES LEASES
---------- -----------
2002 $ 454,682 $ 1,808,180
2003 338,562 1,469,468
2004 78,370 1,531,124
2005 55,382 1,592,780
2006 - 1,654,436
Thereafter - 2,887,556
---------- -----------
Total minimum lease payments 926,996 $10,943,544
===========
Less interest 145,938
----------
Total principal amount 781,058
Less current portion 368,074
----------
Long-term portion $ 412,984
==========
Rent expense amounted to $2,773,209 and $1,511,781 for the years ended
December 31, 2001 and 2000, respectively.
At December 31, 2001 and 2000, restricted investments of $146,433 and
$1,248,534, respectively represented collateral for letters of credit issued in
lieu of security deposits for a facility leases and consist of a certificates of
deposit. The letter of credit of $146,433 at December 31, 2001 expires on
November 1, 2008.
As disclosed in Note 4 to the financial statements, in the event that the
Company fails to pay a remaining payment of $1.0 million due under a contractual
arrangement, that is due on or before December 1, 2002, then the Company will be
liable to pay liquidated damages of $7.0 million to a Stockholder.
18
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
6. FINANCING ARRANGEMENTS
In November 2001, the Company entered into a Loan and Security arrangement (the
Agreement) with a bank for a $4.0 million equipment line of credit available
through November 2002 and a revolving line of credit. The revolving line of
credit provides borrowings up to the lesser of $2.0 million or 80% of eligible
accounts receivable. The revolving line of credit expires in November 2002.
Advances under the equipment line are subject to interest at a rate of 1% above
the bank prime but in no event less than 6.5% (6.5% at December 31, 2001) while
advances under the revolving line bear interest at a rate of 0.75% above the
bank prime. The equipment line of credit requires monthly principal and interest
payments over a 3-year term. Borrowings under the agreement are secured by the
assets of the company. In addition, the Agreement requires that the Company
maintain certain financial ratios.
As of December 31, 2001, future payments under the equipment line are as
follows:
Year ending December 31:
2002 $ 962,361
2003 1,023,815
2004 1,014,435
----------
Total $3,000,611
==========
In conjunction with this Agreement, the Company issued a warrant to the bank as
described in Note 7.
7. PREFERRED STOCK
The Company is authorized to issue up to 66,435,000 shares of preferred stock,
issuable in series, with the rights and preferences of each designated as set
forth in the Company's Articles of Incorporation. The Company has issued
convertible preferred stock that consists of Series A preferred stock and
redeemable convertible preferred stock that consists of Series B, C, D and E
redeemable convertible preferred stock, collectively referred to as "preferred
stock."
19
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
7. PREFERRED STOCK (CONTINUED)
Preferred stock at December 31, 2001 and 2000 was as follows:
ISSUED AND OUTSTANDING
SHARES AT
DECEMBER 31,
DESIGNATED -------------------------
SERIES SHARES 2001 2000
------------------------------------------------------
A 8,000,000 8,000,000 8,000,000
B 12,460,000 12,428,000 12,428,000
C 14,540,000 11,358,890 11,358,890
D 27,000,000 24,765,274 --
E 4,435,000 2,353,555 --
DIVIDEND RIGHTS
The Series A, B, C, D and E preferred stockholders are entitled to receive
noncumulative dividends at the rate of $0.02, $0.045, $0.36, $0.36 and $0.36 per
share per annum if and when declared by the board of directors. No dividends
have been declared as of December 31, 2001. The loan agreement (see Note 6)
prohibits the Company from paying any dividends without the lender's prior
written consent.
REDEMPTION RIGHTS
For as long as the shares of Series B, C, D and E redeemable convertible
preferred stock are outstanding, each holder could, at the option of the holder,
at any time and from time to time after September 29, 2007 require the Company
to redeem all of their outstanding redeemable preferred stock. The shares are
redeemable at the original issue price plus an additional 10% per annum,
compounded annually through 2007, commencing on the date of issuance, and any
declared unpaid dividends on such shares. The carrying amounts of the Series B,
C, D & E redeemable preferred stock have been increased by periodic accretions
so as to equal redemption amounts at the redemption dates.
20
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
7. PREFERRED STOCK (CONTINUED)
LIQUIDATION RIGHTS
Each holder of Series C, D and E preferred stock shall be entitled to receive,
prior and in preference to any distribution of any of the assets or surplus
funds of the Company to the holders of the Series A preferred stock, Series B
preferred stock, and the common stock, the amount of the liquidation preference
of each share ($4.51 per share) plus an amount equal to all declared but unpaid
dividends on such shares. After payment has been made to the holders of Series
C, D and E preferred stockholders, the holders of Series A preferred and Series
B preferred stock will be entitled to receive, prior and in preference in any
distribution to series common stockholders, the remaining assets and funds
ratably based on the total preferential amount due to each preferred stockholder
($0.25 and $1.25 per share respectively). After payment has been made to the
preferred stockholders, the remaining assets of the Company available for
distribution to stockholders shall be distributed ratably among the common
stockholders. A change in control of the Company will be treated as a
liquidating event, subject to approval by the respective series of preferred
stock.
OTHER RIGHTS OF PREFERRED STOCKHOLDERS
The holders of each share of preferred stock are entitled to one vote for each
share of common stock into which such share is convertible.
Each share of the Company's convertible preferred stock is, at the option of the
holder, convertible into one share of the Company's common stock, subject to
adjustment under antidilution provisions as defined in the Company's Articles of
Incorporation. Conversion is automatic upon the earlier of: (i) an underwritten
public offering of the Company's common stock above certain thresholds, or (ii)
upon the written consent of the holders of not less than 70% of the then
outstanding shares of preferred stock. The conversion rate of the preferred
stock is subject to adjustment in the event of, among other things, certain
dilutive issuances of stock, business combinations, stock splits, and stock
dividends.
The holders of the shares of Series A, C and D preferred stock shall be
separately entitled to elect one director at each annual election of directors.
The holders of the shares of Series B redeemable preferred stock are entitled to
elect two directors at each election.
21
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
7. PREFERRED STOCK (CONTINUED)
WARRANTS - PREFERRED STOCK
Through December 31, 2001, the Company has issued warrants for a total of
2,180,240 shares of Series C Preferred Stock as follows:
In connection with co-branded marketing agreement in 2000, the Company issued
warrants to two customers to purchase 35,000 and 100,000 shares of Series C
preferred stock. The warrant for 35,000 shares has a term of two years and vests
upon the customer meeting certain performance deliverables. During 2000, 25,000
shares vested and the residual in 2001. The warrant for 100,000 shares has a
term of four years and vested upon the signing of the co-brand agreement, which
was signed in December 2000. The 125,000 vested shares were valued at $321,750
using the Black-Scholes methodology with a volatility factor of 0.70, and a
risk-free interest rate of 6.5%. These warrants were recorded as a
contra-deferred revenue and are being amortized against revenue relating to
these customers. As of December 31, 2001, the warrants were not exercised.
In connection with a branding agreement with a Stockholder in fiscal 2000 (see
Note 4 to the financial statements), the Company issued 4 separate warrants for
753,652 and 251,218 shares of Series C stock at $4.51 per share and for 753,652
and 251,218 shares of Series C stock at $13.53 per share. These warrants were
valued by the Company at approximately $3.8 million, using the Black-Scholes
methodology using a volatility of 0.80, the contractual term of the warrants of
three years and a risk-free interest rate of 6.5%. The value of the warrants was
recorded as sales and marketing expense in the year ended December 31, 2000.
In connection with the Loan and Security Agreement described in Note 6, in 2001,
the Company issued warrants to purchase 35,500 shares of Series E redeemable
convertible preferred stock. The warrants are exercisable at any time at an
exercise price of $4.51 per share and expire in November 2008. The warrants have
been valued at a total of $121,410 using the Black-Scholes methodology with a
volatility factor of 0.80, a risk-free interest rate of 5.1%, and a term of 7
years. The value of the warrants has been recorded as deferred interest expense
included in current and long term other assets and is being amortized to
interest expense over the period of borrowing.
22
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY
COMMON STOCK
At December 31, 2001, the Company is authorized to issue 97,000,000 shares of
common stock. Holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders of the Company.
In 1999, 7,200,000 shares of common stock were issued to the Company's founders
under restricted stock purchase agreements ("RSPA's") in exchange for cash,
promissory notes for $45,000 and trademark and patent rights. Should the
stockholders cease to be employed by the Company, the RSPA's provide Yodlee the
option to repurchase outstanding unvested shares at their issuance price. The
repurchase option lapses over a four-year period. The RSPA's also include
accelerated vesting provisions which trigger upon a change in control and/or
certain employment related circumstances. At December 31, 2001 and 2000,
1,292,156 and 3,183,562 founder shares under RSPA's, respectively, were subject
to repurchase.
In addition, an officer of the Company received a total option award of
3,991,000 shares in 2000. These options were exercised in exchange for a
promissory note and are subject to a lapsing right of repurchase. A change in
control would trigger an additional 25% vesting of this award.
WARRANTS
Through December 31, 2001, the Company has issued warrants for a total of
475,000 shares of Common Stock as follows:
In connection with a co-development and reseller agreement entered into in 2000,
the Company issued warrants to purchase 160,000 shares of common stock at an
exercise price of $1.00 per share. In 2001, the Company issued a warrant for a
further 160,000 shares of common stock at an exercise price of $1.00 per share.
The warrants have been valued at a total of $211,200 using the Black-Scholes
methodology with a volatility factor of 0.70, a risk-free interest rate of 6.5%,
and a term of 5 years. The value of the warrants has been expensed and is
included in research and development costs.
23
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY (CONTINUED)
WARRANTS (CONTINUED)
In connection with a co-branded agreement in 2000, the Company issued a warrant
to purchase 155,000 shares of common stock at $0.80 per share, of which 55,000
shares vested in 2000 upon the Company meeting certain deliverables. The vested
warrants were valued at $32,450 using Black-Scholes methodology with a
volatility factor of 0.70, a risk-free interest rate of 6.5%, and a term of 3
years and were recorded as contra revenue and contra-deferred revenue to be
netted with future revenue from this customer.
STOCK OPTION PLAN
In 1999, the Company adopted the 1999 Stock Plan and in 2001 adopted the 2001
Stock Plan (the Plans) which provide for the issuance of options for up to
17,250,000 shares of the Company's common stock to qualified directors,
employees, and consultants. Under the Plans, options to purchase common stock
and restricted stock awards may be granted at no less than 85% of the fair value
on the date of the grant and 110% of fair value in certain instances (100% of
fair value for incentive stock options and 110% of fair value in certain
instances), as determined by the board of directors. Vesting and exercise
provisions are determined by the board of directors at the time of grant.
Options generally vest with respect to 25% of the shares one year after the
options' vesting commencement date and the remainder ratably over the following
three years. Shares that are exercisable prior to their vesting are subject to
repurchase. Options granted under the Plan have a maximum term of 10 years.
24
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLAN (CONTINUED)
Stock option activity for the two years ended December 31, 2001 is as follows:
WEIGHTED-
AVERAGE
AVAILABLE OPTIONS EXERCISE
FOR GRANT OUTSTANDING PRICE
---------- ----------- ---------
Balance at December 31, 1999 6,804,966 1,383,617 $0.069
Options authorized 5,060,000 - --
Options granted (8,691,423) 8,691,423 $0.305
Options exercised -- (7,649,500) $0.139
Options canceled 249,646 (249,646) $0.347
Repurchases 479,311 -- $0.047
---------- ----------
Balance at December 31, 2000 3,902,500 2,175,894 $0.754
Options authorized 1,000,000 --
Options granted (5,924,364) 5,924,364 $ 1.00
Options exercised - (117,686) $0.787
Options canceled 1,942,364 (1,942,364) $0.908
Repurchases 687,311 -- $0.119
---------- ----------
Balance at December 31, 2001 1,607,811 6,040,208 $0.937
========== ==========
25
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLAN (CONTINUED)
The following table summarizes the information about stock options outstanding
as of December 31, 2001:
OPTIONS OUTSTANDING
-------------------------
WEIGHTED-
AVERAGE
REMAINING
NUMBER CONTRACTUAL
EXERCISE PRICE OUTSTANDING LIFE
-------------- ----------- -----------
(In years)
$0.025 15,000 7.74
$0.125 479,814 8.28
$1.00 5,545,394 9.22
--------- ------
6,040,208 9.16
========= ======
At December 31, 2001 and 2000, 3,680,373 and 2,931,300 shares, respectively,
were subject to repurchase.
Common stock reserved for future issuance was as follows:
DECEMBER 31,
2001
-----------
Stock options outstanding 6,040,208
Stock options reserved for future grants 1,607,811
Warrants to purchase common stock 475,000
Warrants to purchase preferred stock 2,180,240
Conversion of redeemable convertible preferred stock 50,905,719
Conversion of convertible preferred stock 8,000,000
----------
Total common stock reserved for future issuance 69,208,978
==========
26
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLAN (CONTINUED)
Under the terms of the Company's Plans, from time to time, the Company issues
options to purchase shares of common stock to non-employees in exchange for
services. The services are provided over a period of time from the date of
grant. The value of the services are based upon the fair value of the common
stock as the services are provided. During the year ended December 31, 2001 and
2000, the Company issued options to purchase 273,095 and 515,591 shares,
respectively, of common stock options for services rendered. The fair value of
the stock options issued was immaterial.
During 2000 and 1999, the Company issued $517,625 and $126,000, respectively, of
full recourse notes receivable to employees bearing interest at rates ranging
from 4.83% to 6.4% per annum in consideration for the purchase of founders'
stock and the exercise of stock options. The notes are collateralized by the
underlying shares of common stock and mature on various dates through fiscal
2005. No stockholder notes were issued in 2001.
PRO FORMA INFORMATION DISCLOSURES OF THE EFFECT OF STOCK BASED COMPENSATION
Pro forma information regarding net loss is required by SFAS 123, and has been
determined as if the Company had accounted for its employee stock options under
the fair value method as specified in SFAS 123. The fair value for these options
was estimated at the date of grant using the Black-Scholes methodology with the
following weighted-average assumptions: a volatility factor of .80, no dividend
yield, an expected life of four years, and a risk-free interest rate of 6% for
the years ended December 31, 2001 and 2000.
FAIR VALUE DISCLOSURE
The option valuation models were developed for use in the estimation of the fair
value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected life of the option. Because the
Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
27
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
8. STOCKHOLDERS' EQUITY (CONTINUED)
FAIR VALUE DISCLOSURE (CONTINUED)
For the purposes of pro forma disclosures, the estimated fair value of options
is amortized to expense over the options' vesting period. Pro forma information
follows:
YEARS ENDED DECEMBER 31,
2001 2000
------------- ------------
Net loss as reported $(138,501,778) $(50,915,709)
Pro forma net loss $(139,432,379) $(51,150,277)
The pro forma impact of options on the net loss for the years ended December 31,
2001 and 2000 is not representative of the effects on net income (loss) for
future years, as future years will include the effects of additional stock
option grants.
9. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) retirement plan that covers substantially all employees
of the Company. The 401(k) Plan provides for voluntary salary reductions of up
to 25% of eligible participants' annual compensation, subject to the maximum
allowed by law. The Company does not provide matching contributions.
10. RELATED PARTY TRANSACTIONS
During 2000, six of the Series C Redeemable preferred stockholders became
customers of Yodlee. Revenue from these customers approximated $1,474,700 in
2001 and $179,115 in 2000.
Through its acquisition of approximately 33% of the Company's stock at the time
of the sale of VerticalOne to the Company in January 2001, S1 became a related
party, as discussed in Note 3. S1 is a reseller of account aggregation services
for the Company. Through December 31, 2001, $50,375 has been recognized under
this reseller arrangement.
As discussed in Note 4 to the financial statements, the Company recognized
revenues, relating to its hosting services for a large Media Entertainment
Corporation, of approximately $242,000 and $91,940 in fiscal 2001 and 2000,
respectively.
28
Yodlee, Inc.
Notes to Consolidated Financial Statements (continued)
11. INCOME TAXES
As of December 31, 2001 and 2000, the Company had deferred tax assets of
approximately $47,200,000 and $22,200,000, respectively. Realization of the
deferred tax assets is dependent upon future taxable income, if any, the amount
and timing of which are uncertain. Accordingly, the net deferred tax assets have
been fully offset by a valuation allowance. The net valuation allowance
increased by approximately $25,000,000 and $20,900,000 during the years ended
December 31, 2001 and 2000, respectively. Deferred tax assets primarily relate
to net operating loss and tax credit carry-forwards. The valuation allowance
recorded in connection with the VerticalOne acquisition is approximately
$9,000,000. If the related deferred tax assets become realizable in the future,
the reversal of the valuation allowance will be recorded as a reduction in
goodwill.
As of December 31, 2001, the Company had federal net operating loss
carryforwards of approximately $99,500,000. The Company also had federal
research and development tax credit carryforwards of approximately $495,000. The
net operating loss and tax credit carryforwards will expire at various dates
beginning in 2007 through 2021, if not utilized.
Utilization of the net operating loss carryforwards and credits may be subject
to a substantial annual limitation due to the ownership change limitations
provided by the Internal Revenue Code of 1986, as amended, and similar state
provisions. The annual limitation may result in the expiration of net operating
losses and credits before utilization.
12. SUBSEQUENT EVENT
On January 31, 2002 Block Financial Corporation filed a complaint against the
Company in United States District Court alleging infringement of two United
States Patents. The complaint does not specify damages. The Company believes
that it does not infringe on the patents and has engaged counsel to prepare a
response to the Complaint. However, the ultimate outcome of any litigation is
uncertain and either unfavorable or favorable outcomes could have a negative
impact on the Company.
29