Exhibit 99.1
TAMARAC, INC.
Consolidated Financial Statements
Year Ended December 31, 2011
TAMARAC, INC.
Contents
Independent Auditors Report |
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Financial Statements |
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Consolidated Balance Sheet |
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Consolidated Statement of Operations |
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Consolidated Statement of Redeemable Preferred Stock and Stockholders Deficit |
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Consolidated Statement of Cash Flows |
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Notes to Consolidated Financial Statements |
8 - 18 |
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Independent Auditors Report
Board of Directors
Tamarac, Inc.
Seattle, Washington
We have audited the accompanying consolidated balance sheet of Tamarac, Inc. (the Company) as of December 31, 2011, and the related consolidated statement of operations, redeemable preferred stock and stockholders deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tamarac, Inc. as of December 31, 2011, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ BDO USA, LLP
June 4, 2012
3
TAMARAC, INC.
Consolidated Balance Sheet
December 31, |
2011 | |||
Assets |
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Current Assets |
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Cash and cash equivalents |
$ | 2,597,492 | ||
Accounts receivable |
211,628 | |||
Prepaid expenses and other current assets |
180,649 | |||
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Total Current Assets |
2,989,769 | |||
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Property and equipment, net |
268,726 | |||
Internal-use software, net |
1,711,354 | |||
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Total Assets |
$ | 4,969,849 | ||
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Liabilities, Redeemable Preferred Stock, and Stockholders Deficit |
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Current Liabilities |
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Accounts payable |
$ | 167,966 | ||
Accrued expenses |
1,220,351 | |||
Deferred revenue |
3,889,360 | |||
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Total Current Liabilities |
5,277,677 | |||
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Long-term deferred revenue |
19,867 | |||
Warrant liability |
719,125 | |||
Long-term debt |
1,876,389 | |||
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Total Liabilities |
7,893,058 | |||
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Commitments (Note 6) |
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Redeemable Preferred Stock |
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Series A convertible preferred stock, $.001 par value, authorized 17,500,000 shares; 9,711,175 shares issued and outstanding (aggregate liquidation preference $9,225,616) |
8,764,738 | |||
Series B convertible preferred stock, $.001 par value, authorized 5,000,000 shares; 3,465,344 shares issued and outstanding (aggregate liquidation preference $3,499,997) |
3,499,997 | |||
Series C convertible preferred stock, $.001 par value, authorized 3,500,000 shares; 1,625,111 shares issued and outstanding (aggregate liquidation preference $1,641,362) |
1,620,013 | |||
Series C-1 convertible preferred stock, $.001 par value, authorized 2,000,000 shares; 1,738,695 shares issued and outstanding (aggregate liquidation preference $3,112,264) |
3,033,410 | |||
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Total Redeemable Preferred Stock |
16,918,158 | |||
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Stockholders Deficit |
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Common stock, $.001 par value, authorized 56,000,000 shares; 1,879,904 shares issued and outstanding |
1,880 | |||
Additional paid-in capital |
236,551 | |||
Accumulated deficit |
(20,079,798 | ) | ||
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Total Stockholders Deficit |
(19,841,367 | ) | ||
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Total Liabilities, Redeemable Preferred Stock and Stockholders Deficit |
$ | 4,969,849 | ||
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See accompanying notes to consolidated financial statements.
4
TAMARAC, INC.
Consolidated Statement of Operations
Year ended December 31, |
2011 | |||
Revenues |
$ | 9,426,010 | ||
Cost of revenue |
4,453,683 | |||
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Gross profit |
4,972,327 | |||
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Operating Expenses |
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Sales and marketing |
3,019,259 | |||
Research and development |
2,305,587 | |||
General and administrative |
2,483,820 | |||
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Total Operating Expenses |
7,808,666 | |||
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Loss from Operations |
(2,836,339 | ) | ||
Other Income (Expense), net |
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Interest income |
3,016 | |||
Change in fair value of warrant liability |
(669,125 | ) | ||
Interest expense |
(206,667 | ) | ||
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Net Loss |
$ | (3,709,115 | ) | |
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See accompanying notes to consolidated financial statements.
5
TAMARAC, INC.
Consolidated Statement of Redeemable Preferred Stock and Stockholders Deficit
Redeemable Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A | Series B | Series C | Series C-1 | Common Stock | Paid-in Capital |
Accumulated Deficit |
Total
Stockholders Deficit |
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Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
Balances, January 1, 2011 |
9,711,175 | $ | 8,764,738 | 3,465,344 | $ | 3,499,997 | 1,625,111 | $ | 1,620,013 | | $ | | 1,861,093 | $ | 1,861 | $ | 253,373 | $ | (16,370,683 | ) | $ | (16,115,449 | ) | |||||||||||||||||||||||||||||
Issuance of common stock |
18,811 | 19 | 12,020 | 12,039 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C-1 Preferred Stock, net of issuance costs of $78,861 |
| | | | | | 1,738,695 | 3,033,410 | | | | | | |||||||||||||||||||||||||||||||||||||||
Reclassification of preferred stock warrants to liabilities |
| | | | | | | | | | (50,000 | ) | | (50,000 | ) | |||||||||||||||||||||||||||||||||||||
Share-based compensation |
| | | | | | | | | | 21,158 | | 21,158 | |||||||||||||||||||||||||||||||||||||||
Net loss |
| | | | | | | | | | | (3,709,115 | ) | (3,709,115 | ) | |||||||||||||||||||||||||||||||||||||
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Balances, December 31, 2011 |
9,711,175 | $ | 8,764,738 | 3,465,344 | $ | 3,499,997 | 1,625,111 | $ | 1,620,013 | 1,738,695 | $ | 3,033,410 | 1,879,904 | $ | 1,880 | $ | 236,551 | $ | (20,079,798 | ) | $ | (19,841,367 | ) | |||||||||||||||||||||||||||||
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See accompanying notes to consolidated financial statements.
6
TAMARAC, INC.
Consolidated Statement of Cash Flows
Year ended December 31, |
2011 | |||
Operating Activities |
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Net loss |
$ | (3,709,115 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Share-based compensation |
21,158 | |||
Stock issued in lieu of cash bonus |
12,039 | |||
Amortization of debt discount |
16,667 | |||
Depreciation and amortization |
670,627 | |||
Noncash warrant liability expense |
669,125 | |||
Changes in operating assets and liabilities: |
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Accounts receivable |
341,135 | |||
Prepaid expenses and other current assets |
(69,711 | ) | ||
Accounts payable |
26,216 | |||
Deferred revenue |
584,694 | |||
Accrued expenses |
404,945 | |||
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Net Cash Used in Operating Activities |
(1,032,220 | ) | ||
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Investing Activities |
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Capital expenditures for internal-use software |
(1,204,152 | ) | ||
Collection of notes receivable |
144,375 | |||
Capital expenditures for property and equipment |
(195,904 | ) | ||
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Net Cash Used in Investing Activities |
(1,255,681 | ) | ||
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Financing Activities |
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Proceeds from issuance of preferred stock |
3,033,410 | |||
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Net Cash Provided by Financing Activities |
3,033,410 | |||
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Net Increase in Cash and Cash Equivalents |
745,509 | |||
Cash and Cash Equivalents, beginning of year |
1,851,983 | |||
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Cash and Cash Equivalents, end of year |
$ | 2,597,492 | ||
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Supplemental Disclosures of Cash Flow Information |
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Cash paid for interest |
$ | 190,000 | ||
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See accompanying notes to consolidated financial statements.
7
TAMARAC, INC.
Notes to Consolidated Financial Statements
1. Nature of Business and Significant Accounting Policies
Nature of Business
Tamarac, Inc. (the Company) was incorporated in 2000, and is headquartered in Seattle, Washington. The Company provides investment portfolio management technology that enables investment managers to provide customized, tax-efficient, individual account management to a multitude of clients. The Companys technology assists investment management firms in managing clients through automation of investment management, modeling, tax-efficiency, trading, and compliance functions of their business. The Company also provides outsourced portfolio accounting services, customer relationship management (CRM), and proprietary performance reporting software that enables investment advisors to generate customizable reports on daily portfolio performance.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tamarac Advisor Services, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents for purposes of the statements of cash flows. The Company regularly has cash and cash equivalents in excess of federally insured limits.
Accounts Receivable
Accounts receivable amounts are stated at their face amounts less any allowance. Provisions for doubtful accounts are estimated based on assessment of the probable collection from specific customer accounts, the aging of the accounts receivable, analysis of credit memo data, bad debt write-offs, and other known factors. If an account was determined to be uncollectible (payment has not been made in accordance with contract terms), it would be written off against the allowance. As of December 31, 2011, management determined no allowance for doubtful accounts was required.
The Company typically bills customers in advance for accounts receivable as recorded upon commencement of the license term.
Internal-Use Software
The Company accounts for costs related to internal-use software in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350 (formerly AICPA Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use). The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning, pre-development and post-implementation phases of development. Costs incurred in the development phase are capitalized and amortized over the products estimated useful life, which the Company has determined to be three years.
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TAMARAC, INC.
Notes to Consolidated Financial Statements
Property and Equipment
Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, which are generally three to five years.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Share-based Compensation
The Company accounts for share-based payments (primarily stock options and warrants) under the guidance of ASC 718 (formerly (SFAS) No. 123(R), Share-Based Payment) which requires measurement of compensation cost for all share-based payment awards at fair value on the date of grant and recognition of compensation cost over the requisite service period (typically the vesting period) for awards expected to vest. The fair value of stock options and warrants is determined using the Black-Scholes valuation model.
Revenue Recognition
The Company generates revenue from (1) subscriptions fees from customers accessing its online software hosted by the Company (online subscription fees), (2) implementation and consulting services (services), and (3) bundled online subscription fees and services.
Effective January 1, 2011, the Company adopted Accounting Standards Update 2009-13 (ASU 2009-13), Revenue Arrangements with Multiple Deliverables, on a prospective basis. ASU 2009-13 requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. The new accounting pronouncement requires an entity to allocate revenue in an arrangement using the estimated selling price (ESP) of deliverables if it does not have vendor-specific objective evidence (VSOE) or third-party evidence (TPE) of selling price. The adoption of ASU 2009-13 did not have a material impact on the Companys consolidated financial statements.
VSOE is the price charged when the same or similar product or service is sold separately. Many of the Companys contracts renew automatically at the same rate as the original contract. The Company defines VSOE as the renewal rates of the standalone transactions.
TPE is determined based on the prices charged by the Companys competitors for a similar deliverable when sold separately. However, due to the difficulty in obtaining sufficient information on competitor pricing and differences in the Companys product offerings when compared with those of the Companys peers, the Company generally is unable to reliably determine TPE.
ESP is the Companys best estimate of the selling price of an element in a transaction involving multiple deliverables. If the Company is unable to establish selling price using either VSOE or TPE, the Company uses ESP in the allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would transact business if the product or service were sold on a standalone basis. The Company determines ESP based on revenue price drivers applied within a narrow range. ESP for services is established using standard hourly rates for services performed.
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TAMARAC, INC.
Notes to Consolidated Financial Statements
For multiple element arrangements, the consideration allocated to online subscription fees is recognized on a straight line basis over the initial contract period, which typically ranges from one to five years and commences with the completed implementation date for the related product. The Company generally recognizes revenue for consideration allocated to implementation and consulting services in a multiple element arrangement as services are performed because these services have standalone value separate from the online subscription fees.
Single element arrangements typically consist of renewals for online subscription fees or consulting services. Under these single element arrangements, revenue from subscription fees is recognized over the related renewal period and revenue from consulting services is recognized as services are performed.
The Company recognizes revenue when all of the following criteria are met:
| Persuasive evidence of an arrangement exists |
| Delivery has occurred |
| The fee is fixed and determinable; and |
| Collectability is reasonably assured. |
Deferred revenue consists of subscription fee payments received in advance from customers.
There was no material change to the pattern or timing of revenue recognition for either online subscription fees or services as a result of adopting ASU 2009-13.
Cost of revenue
The Company classifies payroll costs related to the Companys professional services to cost of revenue and also classifies costs directly attributable to providing its hosted software solutions to its customers as cost of revenue.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense incurred during the year ended December 31, 2011 totaled $31,861.
Income Taxes
The Company accounts for income taxes under an asset and liability approach that requires recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.
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TAMARAC, INC.
Notes to Consolidated Financial Statements
Liquidity and Acquisition
On May 1, 2012, Envestnet Inc. (Envestnet) completed the merger of the Company (the Merger) pursuant to a merger agreement (the Agreement) dated February 16, 2012. As a result of the Merger, the Company will continue as a wholly owned subsidiary of Envestnet. Under the terms of the Agreement, all outstanding shares of the Company were purchased for approximately $54 million in cash, subject to certain post-closing adjustments.
2. Property and Equipment, net
Property and equipment consist of the following:
December 31, |
2011 | |||
Computer equipment |
$ | 427,035 | ||
Furniture and other equipment |
240,508 | |||
Software |
60,454 | |||
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727,997 | ||||
Less: accumulated depreciation and amortization |
(459,271 | ) | ||
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$ | 268,726 | |||
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Depreciation expense for property and equipment totaled $146,615 for the year ended December 31, 2011.
3. Internal-Use Software
Internal use software consists of the following:
December 31, |
2011 | |||
Internal-use software |
$ | 2,408,418 | ||
Less: accumulated depreciation and amortization |
(697,064 | ) | ||
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$ | 1,711,354 | |||
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Amortization expense for internal-use software totaled $524,012 for the year ended December 31, 2011.
4. Long-Term Debt
In April and May 2008, the Company entered into loan agreements for a total of $1,500,000 in notes payable. The notes bear interest at 10.00% per annum and are secured by substantially all assets of the Company. The notes are payable in interest with only monthly payments until the due date, at which time the principal amount and any accrued interest are due in full. On April 1, 2011 the Company entered into an Amended Secured Promissory Note Agreement that extended the due date of these notes payable to May 31, 2014.
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TAMARAC, INC.
Notes to Consolidated Financial Statements
In May 2010, the Company entered into further loan agreements for notes payable with a face value of $400,000. The notes bear interest at 10.00% per annum and are secured by substantially all assets of the Company. The notes are payable in interest with only monthly payments until May 2013, at which time the principal amount and any accrued interest are due in full. The Company issued warrants to purchase 99,008 shares of its Series C convertible preferred stock as additional consideration for the loan agreement. Upon issuance of the notes, the fair value of the warrants was determined to be $50,000 which was recognized as a discount on the notes.
Amortization | Carrying value | |||||||||||
Carrying value | of debt | at December | ||||||||||
at January 1, | discount | 31, | ||||||||||
2011 |
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Notes Payable |
$ | 1,900,000 | $ | | $ | 1,900,000 | ||||||
Discount on debt |
(40,278 | ) | 16,667 | (23,611 | ) | |||||||
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Carrying value |
$ | 1,859,722 | $ | 16,667 | $ | 1,876,389 | ||||||
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5. Income Taxes
The Company is liable for taxes in the United States. For the year ended December 31, 2011, the Company did not have any income for income tax purposes and, therefore, no tax liability or expense has been recorded in these financial statements. For the year ended December 31, 2011, the primary difference between the federal rate and statutory rate relates to the change in valuation allowance on the deferred tax assets.
The tax effects of significant items comprising the Companys deferred taxes are as follows:
December 31, |
2011 | |||
Deferred income tax assets: |
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Net operating loss carry forwards |
$ | 6,709,327 | ||
Accrued expenses and reserves |
335,403 | |||
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Deferred income tax assets |
7,044,730 | |||
Deferred income tax liabilities: |
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Basis difference in fixed assets |
552,411 | |||
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Net deferred tax assets before valuation allowance |
6,492,319 | |||
Less: valuation allowance |
(6,492,319 | ) | ||
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Net deferred tax assets |
$ | | ||
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ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carry forwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Companys ability to generate sufficient taxable income within the carry forward period. Because of the
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TAMARAC, INC.
Notes to Consolidated Financial Statements
Companys recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The deferred tax asset valuation allowance increased by $1,033,389 from 2010 to 2011.
At December 31, 2011, the Company had net operating loss carry-forwards that are available to offset future taxable income of approximately $19,733,316. The tax net operating losses expire in 2020 through 2031.
The Company follows the provisions of ASC 740, Accounting for Income Taxes with respect to uncertain tax positions. The guidance specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters, specifies how reserves for uncertain tax position should be classified on the statement of financial position, and provides transition and interim period guidance, among other provisions. Interest and penalties related to any tax contingencies would be included in income tax expense. The Company has no uncertain tax positions at December 31, 2011.
6. Commitments
The Company entered into an operating lease agreement for office space that serves as the current headquarters of the Company with an original term of August 1, 2006 through November 30, 2011. During 2011, the Company extended the lease through May 31, 2012. On July 1, 2011, the Company entered into an operating lease agreement for office space in Raleigh, North Carolina. It serves as an auxiliary customer service office.
Rent expense was $200,838 for the year ended December 31, 2011.
The following is a schedule of future minimum rental payments due under non-cancelable leases with initial or remaining terms in excess of one year:
Year ending December 31, |
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2012 |
$ | 410,355 | ||
2013 |
421,410 | |||
2014 |
529,116 | |||
2015 |
634,678 | |||
2016 |
783,425 | |||
Thereafter |
5,143,842 | |||
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$ | 7,922,826 | |||
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The schedule above includes amounts related to the Companys new lease for its headquarters in Seattle, Washington, which was executed on February 16, 2012 and has a term of June 1, 2012 through May 31, 2023.
7. Fair Value Measurements
Generally accepted accounting principles (GAAP) have established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to observable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:
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TAMARAC, INC.
Notes to Consolidated Financial Statements
Basis of Fair Value Measurement
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The only financial instrument the Company had outstanding were warrant liabilities, which are discussed in further detail in Note 9. The warrants are carried at fair value and are classified as Level 3 fair value measurements due to the use of significant inputs. There are no financial instruments for which Level 1 or Level 2 fair value measurements were applied.
8. Stockholders Deficit
Preferred Stock
Series A, Series B, Series C, and Series C-1 Preferred Stock
The Company completed a private placement authorizing the issuance and sale of a total of 1,738,695 shares of Series C-1 convertible preferred stock (Series C-1) at $1.79 per share in 2011.
Pertinent rights, preferences, and privileges of Series A convertible preferred stock (Series A), Series B convertible preferred stock (Series B), Series C convertible preferred stock (Series C), and Series C-1 are as follows:
Dividends
Holders of Series A, Series B, Series C, and Series C-1 have preferential rights to dividends at the rate of $0.076, $0.081, $0.081, and $0.143, respectively, per share per annum, when and if declared, over common stockholders, if approved by the Board of Directors. The right to receive dividends is not cumulative.
Conversion
At any time after the date of issuance, each share of Series A, Series B, Series C, and Series C-1, at the option of the holders, shall be converted to common stock of the Company using the formula provided in the Companys Articles of Incorporation (currently at an initial conversion
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TAMARAC, INC.
Notes to Consolidated Financial Statements
price of $0.95, $0.71, $0.71, and $1.26, respectively, subject to adjustment), or automatically upon the closing of an initial public offering with an aggregate offering price to the public of greater than $20 million of the Companys common stock, or upon the approval of the holders of a majority of the outstanding shares of Series A, Series B, Series C, and Series C-1 preferred stock, or upon conversion of two-thirds of preferred shares originally issued.
Liquidation Preference
In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A, Series B, Series C, and Series C-1 have preferential rights over common stockholders to liquidation payments in the amount of $0.95, $1.01, $1.01, and $1.79, respectively, per share plus all declared but unpaid dividends on such shares, if any. Upon completion of such a distribution, the remaining assets of the Company shall be distributed among the holders of Series A, Series B, Series C, Series C-1, and common stock pro rata based on the number of shares of common stock held by each (assuming the conversion of all shares of Series A, Series B, Series C, and Series C-1 into shares of common stock at the conversion prices provided). Series C-1 has liquidation preference over Series C, Series B, and Series A preferred stock.
Voting
Holders of Series A, Series B, Series C, and Series C-1 are entitled to the number of votes equal to the number of shares of common stock into which their stock could be converted and have voting rights equal to holders of common stock. So long as any shares of the Series A, Series B, Series C, and Series C-1 are outstanding, the holders of a majority of Series A, Series B, Series C, and Series C-1, voting as a separate class, are entitled to elect two members of the Board of Directors.
9. Stock Options and Warrants
2000 Plan
The Company has a 2000 Stock Plan to compensate employees and non-employees for services rendered and has reserved 1,475,000 shares of common stock for option grants or stock purchase rights under this plan. In general, options are granted with exercise prices equal to the estimated fair value of the underlying common stock on the grant date and expire ten years from the date of grant.
As of December 31, 2011, there were 11,489 options outstanding and exercisable under the 2000 Stock Plan with a weighted-average exercise price of $0.42 and a weighted average remaining contractual term of 0.37 years.
Options under this plan were granted prior to the Companys implementation of ASC 718 and grants are no longer being made under this plan. No options were granted under this plan in 2011.
2007 Plan
The Company has a 2007 Stock Plan to compensate employees and non-employees for services rendered and has reserved 2,000,000 shares of common stock for option grants or stock purchase rights under this plan. In general, options are granted with exercise prices equal to the estimated fair value of the underlying common stock on the grant date and expire ten years from the date of grant. Exercise prices for stock options granted under this plan are equal to the fair value of the underlying common stock at the date of grant.
15
TAMARAC, INC.
Notes to Consolidated Financial Statements
A summary of stock option activity under the 2007 Stock Plan is as follows:
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Remaining | |||||||||||
Exercise | Contractual | |||||||||||
Options | Price | Term (years) | ||||||||||
Options outstanding at December 31, 2010 |
1,362,002 | $ | 0.17 | 6.73 | ||||||||
Granted |
200,000 | 0.64 | 3.8 | |||||||||
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Options outstanding at December 31, 2011 |
1,562,002 | $ | 0.23 | 5.06 | ||||||||
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Options exercisable at December 31, 2011 |
1,098,324 | $ | 0.16 | 6.75 | ||||||||
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All options outstanding at December 31, 2011 are expected to vest in full.
Of the 1,562,002 options outstanding, 766,166 options vest based on a formula that is based on certain revenue thresholds being achieved and are eligible to vest over a 4 year period. The Company recognizes an expense at the time vesting is probable. The remaining 795,836 options vest over a 4 year service period. All options have a 10 year contractual term. The only exceptions are the 200,000 options granted in 2011, which have a 4 year contractual term. In connection with the Merger, all outstanding options became fully vested and exercisable as of the closing of the Merger on May 1, 2012.
The Company determines the fair value of its stock options using the Black-Scholes valuation model. The following assumptions were used to estimate the fair value of options granted:
Year ended December 31, |
2011 | |||
Average risk-free interest rate |
0.77 | % | ||
Volatility |
38.45 | % | ||
Expected term (in years) |
4.00 | |||
Dividend Rate |
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For the year ended December 31, 2011, compensation cost charged to operations for stock option grants was $21,158. The weighted average grant date fair value of stock options granted during the year ended December 31, 2011 was $0.20. This expense was included in general and administrative expenses. As of December 31, 2011, there was $64,200 total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted average period of 4.0 years.
16
TAMARAC, INC.
Notes to Consolidated Financial Statements
Warrants
In 2010, the Company issued warrants to purchase up to 99,008 shares of Series C in conjunction with the May 2010 loan and security agreements described in Note 3. The exercise price of the warrants is $1.01 per share and they are exercisable through May 12, 2020.
The Company also has warrants outstanding allowing the holders to purchase up to 374,999 shares of Series B. The exercise price of these warrants is $1.01 per share and they are exercisable through May 12, 2018.
In the Companys previously issued financial statements for the years ended December 31, 2010 and 2009, the Company accounted for the warrants as a component of stockholders equity (deficit). In 2011, the Company concluded that the warrants should have been classified as liabilities, with changes in their fair value being recorded in the statement of operations, because the underlying preferred stock contains contingent redemption features that are outside of the Companys control. Therefore, the Company reclassified the warrants from stockholders equity to warrant liabilities in the accompanying consolidated financial statements. A total expense of $669,125 was recorded in 2011, included in other income (expense), of which $181,167 was attributable to the change in the fair value of the warrant liabilities for the year ended December 31, 2010. This amount was not considered to be material. The Company determined the fair value of the preferred stock warrants using the Black-Scholes valuation model.
The fair value of the Companys preferred stock warrants measured on a recurring basis is as follows:
December 31, 2011 |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Liabilities: |
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Warrant liabilities |
$ | 719,125 | $ | | $ | | $ | 719,125 | ||||||||
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The following table sets forth a summary of the changes in the fair value of the Companys Level 3 financial liabilities:
December 31, |
2011 | |||
Fair value beginning of period (as reported) |
$ | | ||
Reclassification from stockholders equity to liabilities |
50,000 | |||
Change in fair value of Level 3 liabilities |
669,125 | |||
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Fair value end of period |
$ | 719,125 | ||
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17
TAMARAC, INC.
Notes to Consolidated Financial Statements
The following assumptions were used to estimate the fair value of the warrants as of December 31, 2011:
Year ended December 31, |
2011 | |||
Average risk-free interest rate |
1.46 | % | ||
Volatility |
39.40 | % | ||
Expected term (in years) |
7.42 | |||
Dividend Rate |
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10. Related Party Transaction
During the year ended December 31, 2011, the Company paid consulting fees of $7,500 each, for $15,000 in total, to two related parties, which are Board members.
11. Concentrations
As of December 31, 2011, the Company had outstanding balances from three customers that individually were more than 10% of total accounts receivable. These amounts represented 28%, 19%, and 17% of total accounts receivable. The Company did not recognize revenue from any customer that accounted for more than 10% of total revenue in 2011.
12. Subsequent Events
Under ASC 855, the Company performed an analysis of subsequent events through June 4, 2012 when the financial statements were available to be issued.
18