Attached files
Exhibit 99.1
SVOX AG AND SUBSIDIARIES
Interim Consolidated Financial Statements
March 31, 2011
SVOX AG
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Page | ||||
Interim Consolidated Statements of Operations for the three months ended
March 31, 2011 and 2010
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3 | |||
Interim Consolidated Balance Sheets at March 31, 2011 and December 31, 2010
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4 | |||
Interim Consolidated Statements of Stockholders Deficit and Comprehensive
Loss for the three months ended March 31, 2011
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5 | |||
Interim Consolidated Statements of Cash Flows for the three months ended
March 31, 2011 and 2010
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6 | |||
Notes to Unaudited Interim Consolidated Financial Statements
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7 - 10 |
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SVOX AG
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Revenues |
$ | 4,107,308 | $ | 2,696,134 | ||||
Cost of revenues |
344,060 | 149,273 | ||||||
Amortization of intangible assets |
82,731 | 83,853 | ||||||
Total cost of revenues |
426,791 | 233,126 | ||||||
Gross profit |
3,680,517 | 2,463,008 | ||||||
Operating expenses: |
||||||||
Research and development |
2,901,795 | 2,899,604 | ||||||
Sales and marketing |
1,154,400 | 509,338 | ||||||
General and administrative |
1,174,458 | 705,073 | ||||||
Amortization of intangible assets |
89,575 | 70,472 | ||||||
Total operating expenses |
5,320,228 | 4,184,487 | ||||||
Loss from operations |
(1,639,711 | ) | (1,721,479 | ) | ||||
Other income (expense): |
||||||||
Interest income |
326 | 168 | ||||||
Interest expense |
(15,182 | ) | | |||||
Other income, net |
128,733 | 45,108 | ||||||
Loss before income taxes |
(1,525,834 | ) | (1,676,203 | ) | ||||
Income tax benefit |
20,159 | 30,369 | ||||||
Net loss |
$ | (1,505,675 | ) | $ | (1,645,834 | ) | ||
See accompanying notes to unaudited interim consolidated financial statements.
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SVOX AG
INTERIM CONSOLIDATED BALANCE SHEETS
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
(Unaudited) | |||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 730,853 | $ | 452,003 | ||||
Accounts receivable, net |
1,996,242 | 1,980,692 | ||||||
Other current assets |
450,842 | 666,865 | ||||||
Total current assets |
3,177,937 | 3,099,560 | ||||||
Intangible assets, net |
1,613,949 | 1,703,472 | ||||||
Property and equipment, net |
839,701 | 851,992 | ||||||
Other assets |
870,818 | 549,247 | ||||||
Total assets |
$ | 6,502,405 | $ | 6,204,271 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 922,822 | $ | 210,246 | ||||
Deferred revenue |
8,093,359 | 6,773,333 | ||||||
Accrued expenses |
3,217,933 | 2,823,472 | ||||||
Due to bank |
1,422,789 | 1,329,130 | ||||||
Other current liabilities |
212,502 | 317,509 | ||||||
Total current liabilities |
13,869,405 | 11,453,690 | ||||||
Deferred revenue, less current portion |
5,485,079 | 5,870,239 | ||||||
Pension liabilities |
1,733,760 | 1,628,271 | ||||||
Other noncurrent liabilities |
307,590 | 327,098 | ||||||
Total liabilities |
21,395,834 | 19,279,298 | ||||||
Commitments and contingencies |
| | ||||||
Stockholders deficit: |
||||||||
Common stock, CHF 1 par value; 149,940 shares
authorized; 129,540 shares issued and
outstanding |
121,704 | 121,704 | ||||||
Preferred stock (B Series), CHF 1 par value;
74,025 shares authorized, issued and
outstanding (liquidation preference $2,818,123
as of March 31, 2011) |
69,547 | 69,547 | ||||||
Preferred stock (C Series), CHF 1 par value;
143,457 shares authorized, issued and
outstanding (liquidation preference $4,368,379
as of March 31, 2011) |
134,779 | 134,779 | ||||||
Additional paid-in capital |
4,810,639 | 4,810,639 | ||||||
Retained deficit |
(17,807,681 | ) | (16,302,006 | ) | ||||
Accumulated other comprehensive loss |
(2,222,417 | ) | (1,909,690 | ) | ||||
Total stockholders deficit |
(14,893,429 | ) | (13,075,027 | ) | ||||
Total liabilities and stockholders deficit |
$ | 6,502,405 | $ | 6,204,271 | ||||
See accompanying notes to unaudited interim consolidated financial statements.
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SVOX AG
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT AND COMPREHENSIVE LOSS
(Unaudited)
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock | Preferred Stock | Additional | Other | Total | ||||||||||||||||||||||||||||||||||||
Common Stock | (B Series) | (C Series) | Paid-in | Retained | Comprehensive | Stockholders | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Deficit | |||||||||||||||||||||||||||||||
Balance at January 1, 2011 |
129,540 | $ | 121,704 | 74,025 | $ | 69,547 | 143,457 | $ | 134,779 | $ | 4,810,639 | $ | (16,302,006 | ) | $ | (1,909,690 | ) | $ | (13,075,027 | ) | ||||||||||||||||||||
Net loss |
| | | | | | | (1,505,675 | ) | | (1,505,675 | ) | ||||||||||||||||||||||||||||
Foreign currency translation
adjustments |
| | | | | | | | (312,727 | ) | (312,727 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss |
| | | | | | | | | (1,818,402 | ) | |||||||||||||||||||||||||||||
Balance at March 31, 2011 |
129,540 | $ | 121,704 | 74,025 | $ | 69,547 | 143,457 | $ | 134,779 | $ | 4,810,639 | $ | (17,807,681 | ) | $ | (2,222,417 | ) | $ | (14,893,429 | ) | ||||||||||||||||||||
The total comprehensive loss for the three month period ended March 31, 2010 was $1,633,219.
See accompanying notes to unaudited interim consolidated financial statements.
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SVOX AG
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (1,505,675 | ) | $ | (1,645,834 | ) | ||
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities: |
||||||||
Depreciation of property and equipment |
107,952 | 49,198 | ||||||
Amortization of intangible assets |
172,306 | 154,325 | ||||||
Deferred taxes and other |
(341,542 | ) | (14,436 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
11,204 | 325,113 | ||||||
Other current assets |
170,203 | (54,354 | ) | |||||
Accounts payables |
714,052 | 28,356 | ||||||
Deferred revenue |
758,103 | 1,342,681 | ||||||
Accrued expenses |
370,063 | (792,510 | ) | |||||
Other current liabilities |
(136,621 | ) | (217,172 | ) | ||||
Other non-current liabilities |
(20,518 | ) | 189,672 | |||||
Net cash provided by (used in) operating
activities |
299,527 | (634,961 | ) | |||||
Cash flows from investing activities: |
||||||||
Payments for purchase of property and equipment |
(35,822 | ) | (26,208 | ) | ||||
Proceeds from the sale of property and equipment |
319 | | ||||||
Payments for purchase of intangible assets |
(2,039 | ) | | |||||
Net cash used in investing activities |
(37,542 | ) | (26,208 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from borrowings |
| | ||||||
Net cash provided by financing activities |
| | ||||||
Effect of exchange rate changes on cash and cash
equivalents |
16,865 | (90,028 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
278,850 | (751,197 | ) | |||||
Cash and cash equivalents at beginning of period |
452,003 | 2,305,853 | ||||||
Cash and cash equivalents at end of period |
$ | 730,853 | $ | 1,554,656 | ||||
Supplemental Cash Flow Information: |
||||||||
Cash paid for interest |
$ | 15,182 | $ | | ||||
Cash paid for income taxes |
$ | | $ | 33,129 |
See accompanying notes to unaudited interim consolidated financial statements.
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SVOX AG
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Presentation
The consolidated interim financial statements include the accounts of SVOX AG (SVOX, we, or the
Company) and our wholly-owned subsidiaries. We prepared these unaudited interim consolidated
financial statements in accordance with U.S. generally accepted accounting principles (GAAP) for
interim periods. In our opinion, these financial statements reflect all adjustments, consisting of
normal recurring adjustments, necessary for a fair statement of our results for the periods
disclosed. Intercompany transactions have been eliminated.
Although we believe the disclosures in these financial statements are adequate to make the
information presented not misleading, certain information normally included in the footnotes
prepared in accordance with GAAP has been omitted. Accordingly, these financial statements should
be read in conjunction with our audited financial statements for the year ended December 31, 2010
and the notes thereto. Interim results are not necessarily indicative of the results that may be
expected for a full year.
2. Summary of Significant Accounting Policies
We have made no material changes to the significant accounting policies disclosed in our audited
financial statements for the year ended December 31, 2010.
Fair Value Measures
We have adopted the provisions of ASC 820 Fair Value Measurement, relative to financial
instruments. ASC 820 defines fair value, establishes a framework for measuring fair value, and
enhances disclosures about fair value measurements. Fair value is defined as the price that would
be received for an asset, or paid to transfer a liability, in an orderly transaction between market
participants at the measurement date. Valuation techniques must maximize the use of observable
inputs and minimize the use of unobservable inputs.
ASC 820 establishes a value hierarchy based on three levels of inputs, of which the first two are
considered observable and the third is considered unobservable:
| Level 1. Quoted prices for identical assets or liabilities in active markets which we can access. | ||
| Level 2. Observable inputs other than those described as Level 1. | ||
| Level 3. Unobservable inputs. |
We believe that the carrying amounts of financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable, and revolving credit facility, are in the financial
statements at amounts that approximate their fair value based on the short maturities of these
financial instruments.
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SVOX AG
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3. Intangible Assets, Net
Intangible assets, net consisted of the following as of March 31, 2011 and December 31, 2010,
respectively:
March 31, 2011 | ||||||||||||||||
Weighted average | Gross carrying | Accumulated | ||||||||||||||
amortization period | amount | amortization | Net carrying amount | |||||||||||||
Customer relationships |
3-years | $ | 814,922 | $ | (596,121 | ) | $ | 218,801 | ||||||||
Technology |
5-years | 1,731,358 | (759,900 | ) | 971,458 | |||||||||||
Databases and other |
5-years | 512,164 | (88,475 | ) | 423,689 | |||||||||||
Total |
$ | 3,058,444 | $ | (1,444,496 | ) | $ | 1,613,948 | |||||||||
December 31, 2010 | ||||||||||||||||
Weighted average | Gross carrying | Accumulated | ||||||||||||||
amortization period | amount | amortization | Net carrying amount | |||||||||||||
Customer relationships |
3-years | $ | 768,237 | $ | (498,828 | ) | $ | 269,409 | ||||||||
Technology |
5-years | 1,632,171 | (635,876 | ) | 996,295 | |||||||||||
Databases and other |
5-years | 499,750 | (61,982 | ) | 437,768 | |||||||||||
Total |
$ | 2,900,158 | $ | (1,196,686 | ) | $ | 1,703,472 | |||||||||
Amortization expense for acquired technology is included in the cost of revenue from
amortization of intangible assets in the accompanying statements of operations and amounted to
$82,731 and $83,853 during the three months ended March 31, 2011 and 2010, respectively.
Amortization expense for customer relationships and other intangible assets is included in
operating expenses and was $89,575 and $70,472 during the three months ended March 31, 2011 and
2010.
4. Property and Equipment, Net
Property and equipment, net consisted of the following as of March 31, 2011 and December 31, 2010,
respectively:
Useful | March 31, | December 31, | ||||||||||
Lives | 2011 | 2010 | ||||||||||
Machinery and equipment |
5 years | $ | 233,241 | $ | 225,531 | |||||||
Computers, software and equipment |
3-5 years | 1,322,828 | 1,242,508 | |||||||||
Leasehold improvements |
5 years | 67,795 | 65,315 | |||||||||
Furniture and fixtures |
5 years | 228,774 | 217,538 | |||||||||
1,852,638 | 1,750,892 | |||||||||||
Less accumulated depreciation |
(1,012,937 | ) | (898,900 | ) | ||||||||
Property and equipment, net |
$ | 839,701 | $ | 851,992 | ||||||||
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SVOX AG
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Depreciation expense was $107,952 and $49,198 for the three months ended March 31, 2011 and 2010,
respectively.
5. Credit Facilities and Debt
In October 2009, we entered into a new credit facility with the Neue Aargauer Bank (the Bank) for
2,500,000 million revolving credit line (the Credit Facility). As of March 31, 2011, we had
$2,138,986 outstanding under the revolving credit line, of which $716,197 was bank overdraft and
$1,422,789 short-term term loan. The remaining availability under the Credit Facility was
approximately $1,417,000. The interest rate as of March 31, 2011 was 6.0% per annum for the bank
overdraft and 2.4% per annum for the short-term term loan.
The Credit Facility contains restriction on the minimum level of tangible net worth of CHF
2,500,000, as determined under local Swiss accounting rules, which has to be maintained at all
times. Tangible net worth is defined as the sum of share capital, share premium, retained earnings,
and subordinated loans, less capitalized software development costs and other intangible assets as
determined under Swiss accounting rules. As of March 31, 2011, we were not in compliance with this
requirement. See Note 9 for further information.
6. Pension and Post-Retirement Benefits
We sponsor defined benefit pension plans in Switzerland and Germany for substantially all
employees. The net periodic benefit cost of the pension plans, which includes service cost,
interest cost, and expected return on plan assets, were $151,043 and $116,241 for the three months
ended March 31, 2011 and 2010, respectively.
We contributed $91,427 and $90,794 to our pension plans during the three months ended March 31,
2011 and 2010, respectively. Based on current actuarial estimates and market conditions as of March
31, 2011, we do not expect to be required to make a minimum contribution to our pension plans until
2012. The actual level of contribution required in future years can change significantly depending
on discount rates and actual returns on plan assets.
7. Commitments and Contingencies
From time to time, we may be involved in various legal proceedings arising from the normal course
of business activities, including claims of alleged infringement of third-party patents and other
intellectual property rights, commercial employment and other matters. We make a provision for a
liability related to legal proceedings when it is both probable that a liability has been incurred
and the amount of the loss can be reasonably estimated.
8. Income Taxes
The effective income tax rate was a tax benefit of 1.3% and 1.8% for the three months ended March
31, 2011 and 2010, respectively. The income tax benefit for the three months ended March 31, 2011
and 2010 relate principally to taxes in foreign jurisdictions. No tax benefit was recognized on the
Swiss losses for the three months ended March 31, 2011 and 2010 as the realization of such benefit
was not more likely than not.
9
SVOX AG
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
9. Subsequent events
On June 16, 2011, we were acquired by Nuance Communications, Inc. (Nuance), and Ruetli Holding
Corporation, a wholly-owned subsidiary of Nuance (Purchaser). Pursuant to the terms of the
Purchase Agreement, the Purchaser acquired all of our outstanding capital stock payable to the
former stockholders of the Company for an aggregated consideration of 87 million ($124.3 million),
of which 57 million ($81.3 million) was paid in cash at the closing, (ii) 8.3 million ($11.9
million) is payable in cash or shares of Nuance common stock on the first anniversary of the
closing and (iii) 21.7 million ($31.1 million) is payable in cash or shares of Nuance common stock
on or before December 31, 2012.
As of March 31, 2011, we were not in compliance with the tangible net worth restriction of CHF
2,500,000, as determined under local Swiss accounting rules, included under the 2009 Credit
Facility with Neue Aargauer Bank. In June 2011, subsequent to the Nuance acquisition, Neue
Aargauer Bank waived the covenant violation and the amounts outstanding under the 2009 Credit
Facility were repaid in full.
We have evaluated subsequent events from the balance sheet date through July 27, 2011, the date at
which the financial statements were available to be issued, and determined there were no other
items to disclose.
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