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8-K/A - 8-K/A - TANGOE INCa12-5550_28ka.htm
EX-99.3 - EX-99.3 - TANGOE INCa12-5550_2ex99d3.htm
EX-99.1 - EX-99.1 - TANGOE INCa12-5550_2ex99d1.htm
EX-23.1 - EX-23.1 - TANGOE INCa12-5550_2ex23d1.htm

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.

 

2



 

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.

 

3



 

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.

 

4



 

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.

 

5



 

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.

 

6



 

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

 

7



 

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

 

8



 

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

 

9



 

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.

 

10



 

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).

 

11



 

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.

 

12



 

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

 

 

 

 

13



 

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.

 

14



 

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.

 

15



 

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.

 

16



 

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,

 

17



 

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.

 

18



 

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

%

 

19



 

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.

 

20



 

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.

 

22