Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - SolarWinds, Inc. | d575974d8ka.htm |
| EX-23.1 - EX-23.1 - SolarWinds, Inc. | d575974dex231.htm |
| EX-99.1 - EX-99.1 - SolarWinds, Inc. | d575974dex991.htm |
| EX-99.3 - EX-99.3 - SolarWinds, Inc. | d575974dex993.htm |
Exhibit 99.2
N-Able Technologies International, Inc.
Condensed Balance Sheet
(in CDN $)
| December 31, 2012 | March 31, 2013 | |||||||
| (unaudited) | ||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 6,986,245 | $ | 7,231,942 | ||||
| Accounts receivable |
3,281,815 | 3,732,573 | ||||||
| Income tax receivable |
1,303,927 | 1,685,927 | ||||||
| Other current assets |
1,482,383 | 1,660,193 | ||||||
|
|
|
|
|
|||||
| Total current assets |
13,054,370 | 14,310,635 | ||||||
| Property and equipment, net |
593,380 | 723,665 | ||||||
| Intangible assets and other, net |
326,450 | 318,566 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 13,974,200 | $ | 15,352,866 | ||||
|
|
|
|
|
|||||
| Liabilities and shareholders’ equity |
||||||||
| Accounts payable and accrued liabilities |
$ | 2,634,406 | $ | 2,582,773 | ||||
| Other current liabilities |
159,122 | 148,891 | ||||||
| Deferred revenue |
2,778,092 | 3,224,814 | ||||||
| Warrants |
6,436 | 6,436 | ||||||
| Shareholders’ equity |
||||||||
| Convertible preferred stock |
13,823,325 | 13,823,325 | ||||||
| Common Stock |
17,270 | 17,270 | ||||||
| Additional paid-in capital |
16,294,596 | 16,315,213 | ||||||
| Accumulated other comprehensive loss |
— | — | ||||||
| Accumulated deficit |
(21,739,047 | ) | (20,765,856 | ) | ||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
8,396,144 | 9,389,952 | ||||||
|
|
|
|
|
|||||
| Total liabilities and shareholders’ equity |
$ | 13,974,200 | $ | 15,352,866 | ||||
|
|
|
|
|
|||||
See accompanying notes.
N-Able Technologies International, Inc.
Condensed Statement of Operations and Comprehensive Income
(in CDN $)
| Three Months Ended March 31, | ||||||||
| 2012 | 2013 | |||||||
| (unaudited) | ||||||||
| Revenue |
||||||||
| Perpetual license |
$ | 1,424,981 | $ | 2,582,125 | ||||
| Subscription license |
1,625,410 | 2,658,600 | ||||||
| Support and services |
1,829,309 | 2,361,371 | ||||||
|
|
|
|
|
|||||
| 4,879,700 | 7,602,096 | |||||||
| Cost of sales |
879,862 | 1,406,151 | ||||||
|
|
|
|
|
|||||
| Gross margin |
3,999,838 | 6,195,945 | ||||||
|
|
|
|
|
|||||
| Operating expenses |
||||||||
| Sales and marketing |
2,787,521 | 3,387,406 | ||||||
| Research and development |
943,634 | 1,330,817 | ||||||
| Research and development government assistance |
(165,000 | ) | (382,000 | ) | ||||
| Finance and operations |
761,544 | 883,974 | ||||||
|
|
|
|
|
|||||
| Total operating expenses |
4,327,699 | 5,220,197 | ||||||
|
|
|
|
|
|||||
| Operating income (loss) |
(327,861 | ) | 975,748 | |||||
| Foreign exchange gain (loss) |
(38,195 | ) | 22,922 | |||||
|
|
|
|
|
|||||
| Income (loss) before taxes |
(366,056 | ) | 998,670 | |||||
| Income tax benefit |
— | — | ||||||
|
|
|
|
|
|||||
| Net income (loss) and Comprehensive income (loss) |
$ | (366,056 | ) | $ | 998,670 | |||
|
|
|
|
|
|||||
See accompanying notes.
N-Able Technologies International, Inc.
Condensed Statement of Cash Flows
(in CDN $)
| Three Months Ended March 31, | ||||||||
| 2012 | 2013 | |||||||
| (unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net income (loss) |
$ | (366,056 | ) | $ | 998,670 | |||
| Items not affecting cash: |
||||||||
| Depreciation and amortization |
77,479 | 127,148 | ||||||
| Stock-based compensation |
57,570 | 20,617 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
176,718 | (450,758 | ) | |||||
| Government assistance receivable |
(165,000 | ) | (382,000 | ) | ||||
| Prepaid expenses |
(408,984 | ) | (177,810 | ) | ||||
| Accounts payable and accrued liabilities |
55,940 | (77,112 | ) | |||||
| Deferred revenue |
414,895 | 446,722 | ||||||
|
|
|
|
|
|||||
| Cash provided by (used in) operating activities |
(157,438 | ) | 505,477 | |||||
|
|
|
|
|
|||||
| INVESTING ACTIVITIES |
||||||||
| Additions to property and equipment and intangible assets |
(368,354 | ) | (249,552 | ) | ||||
|
|
|
|
|
|||||
| Cash used in investing activities |
(368,354 | ) | (249,552 | ) | ||||
|
|
|
|
|
|||||
| FINANCING ACTIVITIES |
||||||||
| Repayment of obligation under capital lease |
— | (10,228 | ) | |||||
|
|
|
|
|
|||||
| Cash used in financing activities |
— | (10,228 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
(525,792 | ) | 245,697 | |||||
| Cash and cash equivalents, beginning of period |
6,765,429 | 6,986,245 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ | 6,239,637 | $ | 7,231,942 | ||||
|
|
|
|
|
|||||
See accompanying notes
3
N-able Technologies International, Inc.
Notes to Condensed Financial Statements
(in CDN $)
1. Summary of Significant Accounting Policies
Organization and Nature of Operations
N-able Technologies International, Inc. (the “Company”) is a global supplier of remote monitoring and management technology and related business support services for IT automation and the delivery of managed services. The Company was incorporated in the State of Delaware on March 29, 2000.
Basis of Presentation
The Company prepared the interim condensed consolidated financial statements in conformity with United States of America generally accepted accounting principles, or GAAP. They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. The Company has eliminated all intercompany balances and transactions.
We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include:
| • | revenue recognition; |
| • | stock-based compensation; |
| • | income taxes |
The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2012.
Recent Accounting Pronouncements
There have been no significant changes in recent accounting pronouncements that were disclosed in the financial statements for the year ended December 31, 2012 that have had a significant impact on our condensed consolidated financial statements or notes thereto.
Fair Value Measurements
We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as property, plant and equipment that are measured at fair value on a non-recurring basis.
2. Subsequent Events
The Company entered into an Agreement and Plan of Merger and Reorganization dated May 17, 2013 pursuant to which SolarWinds, Inc., through one of its subsidiaries, SolarWinds Worldwide, LLC (collectively referred to as “SolarWinds”) acquired the Company for an aggregate purchase price of USD $127.7 million in cash, including cash acquired. The acquisition was completed on May 24, 2013.
4