Attached files
file | filename |
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8-K/A - FORM 8-K/A - SYNCHRONOSS TECHNOLOGIES INC | c06390e8vkza.htm |
EX-99.3 - EXHIBIT 99.3 - SYNCHRONOSS TECHNOLOGIES INC | c06390exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - SYNCHRONOSS TECHNOLOGIES INC | c06390exv99w2.htm |
EX-23.2 - EXHIBIT 23.2 - SYNCHRONOSS TECHNOLOGIES INC | c06390exv23w2.htm |
EX-23.1 - EXHIBIT 23.1 - SYNCHRONOSS TECHNOLOGIES INC | c06390exv23w1.htm |
Exhibit 99.1
FUSIONONE, INC.
Consolidated Financial Statements
December 31, 2009 and 2008
(With Independent Auditors Report Thereon)
FUSIONONE, INC.
Index to Consolidated Financial Statements
Page | ||||
Report of Independent Auditor |
3 | |||
Consolidated Financial Statements |
||||
Consolidated Balance Sheets as of December 31, 2009 and 2008 |
6 | |||
Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 |
7 | |||
Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
for the years ended December 31, 2009 and 2008 |
8 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008 |
9 | |||
Notes to Consolidated Financial Statements |
10 | |||
2
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
and Stockholders of
fusionOne, Inc.
and Stockholders of
fusionOne, Inc.
We have audited the accompanying consolidated balance sheets of fusionOne, Inc. (the Company) as of
December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders
equity (deficit) and comprehensive loss and of cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits. We did not audit the financial statements of fusionOne Eesti ou, a consolidated
subsidiary, as of December 31, 2009 and 2008, and for the years then ended, which statements
reflect total assets constituting 12% and 11%, respectively, total revenue of zero and zero,
respectively, and total operating expenses of 24% and 24%, respectively, of the related
consolidated totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion for 2009 and 2008, insofar as it relates to the amounts included
for fusionOne Eesti ou, is based solely on the report of the other auditors.
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our audits and the report
of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of
fusionOne, Inc. as of December 31, 2009 and 2008, and the results of its operations and cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Accountancy Corporation
Campbell, California
September 30, 2010
September 30, 2010
3
INDEPENDENT AUDITORS REPORT
To the shareholders of Osaühing FusionOne Eesti
(Commercial Register code 10195467)
(Commercial Register code 10195467)
We have audited the accompanying financial statements of Osaühing FusionOne Eesti, which comprise
the balance sheet at 31 December 2009, income statement, statement of changes in equity and cash
flow statement for the year ended, and a summary of significant accounting policies other
explanatory notes.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements
in accordance with US GAAP. This responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error selecting and applying appropriate
accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with US GAAS. These standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the
financial statements are free from material misstatement. An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments auditor considers internal control relevant to the entitys preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial
position of Osaühing FusionOne Eesti as of 31 December 2009, and its financial performance and its
cash flows for the year then ended in accordance with US generally accepted accounting principles.
Tallinn, April 07, 2010
/s/ Jelena Ivanova
Authorised Public Accountant
Authorised Public Accountant
4
INDEPENDENT AUDITORS REPORT
To the shareholders of Osaühing FusionOne Eesti
(Commercial Register code 10195467)
(Commercial Register code 10195467)
We have audited the accompanying financial statements of Osaühing FusionOne Eesti, which comprise
the balance sheet at 31 December 2008, income statement, statement of changes in equity and cash
flow statement for the year ended, and a summary of significant accounting policies other
explanatory notes.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements
in accordance with Financial Reporting Standards as adopted by the Estonia. This responsibility
includes: designing, implementing and maintaining internal control relevant to the preparation and
fair presentation of financial statements that are free from material misstatement, whether due to
fraud or error selecting and applying appropriate accounting policies and making accounting
estimates that are reasonable in the circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with international Standards on Auditing. These standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement. An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments auditor considers internal control relevant to the
entitys preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the financial statements.
We believe that audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial
position of Osaühing FusionOne Eesti as of 31 December 2008, and its financial performance and its
cash flows for the year then ended in accordance with Estonian generally accepted accounting
principles.
Tallinn, April 07, 2009
/s/ Jelena Ivanova
Authorised Public Accountant
Authorised Public Accountant
5
FUSIONONE, INC.
Consolidated Balance Sheets
December 31, 2009 and 2008
December 31, | December 31, | |||||||
2009 | 2008 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 7,131,000 | $ | 7,210,000 | ||||
Accounts receivable, net |
2,036,000 | 605,000 | ||||||
Other receivables |
359,000 | | ||||||
Prepaid expenses and other current assets |
181,000 | 131,000 | ||||||
Total current assets |
9,707,000 | 7,946,000 | ||||||
Property and equipment, net |
1,008,000 | 1,740,000 | ||||||
Other assets |
50,000 | 40,000 | ||||||
Total assets |
$ | 10,765,000 | $ | 9,726,000 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 847,000 | $ | 876,000 | ||||
Accrued expenses |
1,256,000 | 1,718,000 | ||||||
Line of credit |
2,000,000 | | ||||||
Current portion of borrowings on equipment financing |
| 207,000 | ||||||
Current portion of capital lease obligations |
236,000 | 227,000 | ||||||
Customer advances |
1,280,000 | 1,280,000 | ||||||
Deferred revenue, current |
10,918,000 | 2,749,000 | ||||||
Total current liabilities |
16,537,000 | 7,057,000 | ||||||
Warrant liability |
6,000,000 | | ||||||
Capital lease obligations, less current portion |
64,000 | 319,000 | ||||||
Deferred revenue, less current portion |
3,000,000 | 1,500,000 | ||||||
Total liabilities |
25,601,000 | 8,876,000 | ||||||
Commitments
(Note 10) |
||||||||
Stockholders equity (deficit): |
||||||||
Convertible preferred stock, par value $0.001; 105,673,945 shares authorized: |
||||||||
Series A-1 - 66,500,000 shares authorized: 64,084,505 shares issued and outstanding at
December 31, 2009 and 2008 (aggregate liquidation preference of approximately $18,200,000) |
64,000 | 64,000 | ||||||
Series A - 3,668,085 shares authorized: 3,638,298 shares issued and outstanding at
December 31, 2009 and 2008 (aggregate liquidation preference of approximately $117,000) |
4,000 | 4,000 | ||||||
Series B - 5,493,617 shares authorized: 5,453,176 shares issued and outstanding at
December 31, 2009 and 2008 (aggregate liquidation preference of approximately $507,000) |
5,000 | 5,000 | ||||||
Series C - 14,059,814 shares authorized: 14,044,495 shares issued and outstanding at
December 31, 2009 and 2008 (aggregate liquidation preference of approximately $3,450,000) |
14,000 | 14,000 | ||||||
Series D - 15,952,429 shares authorized: 15,952,429 shares issued and outstanding at
December 31, 2009 and 2008 (aggregate liquidation preference of approximately $5,926,000) |
16,000 | 16,000 | ||||||
Common stock, par value $0.001; 165,000,000 shares authorized: 19,181,928 and 19,049,308
shares issued and outstanding December 31, 2009 and 2008, respectively |
19,000 | 19,000 | ||||||
Additional paid-in capital |
161,329,000 | 161,028,000 | ||||||
Accumulated other comprehensive income |
85,000 | 125,000 | ||||||
Accumulated deficit |
(176,372,000 | ) | (160,425,000 | ) | ||||
Total stockholders equity (deficit) |
(14,836,000 | ) | 850,000 | |||||
Total liabilities and stockholders equity (deficit) |
$ | 10,765,000 | $ | 9,726,000 | ||||
See
accompanying notes to consolidated financial statements.
6
FUSIONONE, INC.
Consolidated Statements of Operations
Years ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Revenue |
$ | 9,126,000 | $ | 16,990,000 | ||||
Cost of revenue |
2,699,000 | 3,006,000 | ||||||
Gross profit |
6,427,000 | 13,984,000 | ||||||
Operating expenses: |
||||||||
Research and development |
11,603,000 | 7,797,000 | ||||||
Sales and marketing |
7,735,000 | 6,412,000 | ||||||
General and administrative |
2,963,000 | 3,359,000 | ||||||
Total operating expenses |
22,301,000 | 17,568,000 | ||||||
Loss from operations |
(15,874,000 | ) | (3,584,000 | ) | ||||
Interest and other income (expense), net |
(135,000 | ) | 9,000 | |||||
Income before income tax expense |
(16,009,000 | ) | (3,575,000 | ) | ||||
Benefit for income taxes |
62,000 | | ||||||
Net loss |
$ | (15,947,000 | ) | $ | (3,575,000 | ) | ||
See accompanying notes to consolidated financial statements.
7
FUSIONONE, INC.
Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss
Years ended December 31, 2009 and 2008
Accumulated | Total | |||||||||||||||||||||||||||||||||||
Convertible | Additional | other | stockholders | Total | ||||||||||||||||||||||||||||||||
preferred stock | Common stock | paid-in | Accumulated | comprehensive | equity | comprehensive | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | capital | deficit | income (loss) | (deficit) | loss | ||||||||||||||||||||||||||||
Balance at December 31, 2007 |
81,341,918 | $ | 81,000 | 15,189,781 | $ | 15,000 | $ | 157,476,000 | $ | (156,850,000 | ) | $ | 196,000 | $ | 918,000 | |||||||||||||||||||||
Issuance of Series A-1 convertible preferred
stock, net of issuance costs of
approximately $39,000 |
21,830,985 | 22,000 | 3,039,000 | 3,061,000 | ||||||||||||||||||||||||||||||||
Exercise of common stock options |
3,859,527 | 4,000 | 167,000 | 171,000 | ||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock
warrants to related party |
129,000 | 129,000 | ||||||||||||||||||||||||||||||||||
Stock-based compensation to employees |
217,000 | 217,000 | ||||||||||||||||||||||||||||||||||
Comprehensive loss: |
||||||||||||||||||||||||||||||||||||
Net loss |
(3,575,000 | ) | (3,575,000 | ) | (3,575,000 | ) | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
(71,000 | ) | (71,000 | ) | (71,000 | ) | ||||||||||||||||||||||||||||||
Balance at December 31, 2008 |
103,172,903 | 103,000 | 19,049,308 | 19,000 | 161,028,000 | (160,425,000 | ) | 125,000 | 850,000 | $ | (3,646,000 | ) | ||||||||||||||||||||||||
Exercise of common stock options |
132,620 | 6,000 | 6,000 | |||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock
warrants to related party |
37,000 | 37,000 | ||||||||||||||||||||||||||||||||||
Stock-based compensation to employees |
258,000 | 258,000 | ||||||||||||||||||||||||||||||||||
Comprehensive loss: |
||||||||||||||||||||||||||||||||||||
Net loss |
(15,947,000 | ) | (15,947,000 | ) | (15,947,000 | ) | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
(40,000 | ) | (40,000 | ) | (40,000 | ) | ||||||||||||||||||||||||||||||
Balance at December 31, 2009 |
103,172,903 | $ | 103,000 | 19,181,928 | $ | 19,000 | $ | 161,329,000 | $ | (176,372,000 | ) | $ | 85,000 | $ | (14,836,000 | ) | $ | (19,633,000 | ) | |||||||||||||||||
See accompanying notes to consolidated financial statements.
8
FUSIONONE, INC.
Consolidated Statements of Cash Flows
Years ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net Loss |
$ | (15,947,000 | ) | $ | (3,575,000 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities: |
||||||||
Stock-based compensation |
258,000 | 217,000 | ||||||
Depreciation and amortization |
1,068,000 | 949,000 | ||||||
Issuance of warrants |
37,000 | 129,000 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
(1,431,000 | ) | 5,286,000 | |||||
Other receivables |
(359,000 | ) | | |||||
Prepaid expenses and other current assets |
(50,000 | ) | 129,000 | |||||
Other assets |
(10,000 | ) | 14,000 | |||||
Accounts payable |
(29,000 | ) | 62,000 | |||||
Accrued expenses |
(462,000 | ) | 754,000 | |||||
Customer advances |
| 3,000 | ||||||
Deferred revenue |
9,669,000 | (3,474,000 | ) | |||||
Net cash provided (used) by operating activities |
(7,256,000 | ) | 494,000 | |||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(336,000 | ) | (354,000 | ) | ||||
Net cash used by investing activities |
(336,000 | ) | (354,000 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance convertible preferred stock, net |
| 3,061,000 | ||||||
Proceeds from issuance of common stock in connection with exercise of
stock options |
6,000 | 171,000 | ||||||
Proceeds from line of credit, net |
2,000,000 | | ||||||
Proceeds from issuance of warrants |
6,000,000 | | ||||||
Payments on obligations under equipment financing |
(207,000 | ) | (248,000 | ) | ||||
Payments on capital leases |
(246,000 | ) | (182,000 | ) | ||||
Net cash used by financing activities |
7,553,000 | 2,802,000 | ||||||
Effect of exchange rates on cash and cash equivalents |
(40,000 | ) | (71,000 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
(79,000 | ) | 2,871,000 | |||||
Cash and cash equivalents at beginning of period |
7,210,000 | 4,339,000 | ||||||
Cash and cash equivalents at end of period |
$ | 7,131,000 | $ | 7,210,000 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest during the year |
$ | 98,000 | $ | 53,000 | ||||
Cash paid (received) for taxes during the year |
$ | (62,000 | ) | $ | 50,000 | |||
Capitalized leases |
$ | | $ | 728,000 |
See accompanying notes to consolidated financial statements.
9
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
1. The Company and Its Significant Accounting Policies
fusionOne, Inc. was incorporated in Delaware on May 19, 1998 and began operations on November 4,
1998 (inception). fusionOne, Inc. and its subsidiaries, fusionOne Esti ou and other minor
subsidiaries (collectively, the Company), provide internet synchronization technology and marketing
services that make information access seamless and simple across multiple communications and
computing devices across both compatible and traditionally incompatible systems. In addition, the
Company has expanded its technology to provide personal content management applications for mobile
phone users which includes affordable backup of the users address book, calendar, pictures and
downloaded content.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned
foreign subsidiary. All significant intercompany transactions and balances have been eliminated.
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 at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash equivalents
The Company considers all highly liquid investments with an original maturity from the date of
purchase of three months or less to be cash equivalents. As of December 31, 2009 and 2008, cash
and cash equivalents consist of cash deposited with banks and money market funds. The recorded
carrying amount of cash equivalents approximates their fair value. The Company places its cash
equivalents with high credit-quality financial institutions.
Consolidated comprehensive loss
Generally accepted accounting principles establish standards for reporting and display in the
consolidated financial statements of total consolidated net loss and the components of all other
non-owner changes in equity, referred to as comprehensive loss. Accordingly, the Company has
reported the translation gain (loss) from consolidation of its foreign subsidiary in consolidated
comprehensive loss.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk
consist primarily of cash and cash equivalents and accounts receivable.
Cash and cash equivalents, which at times exceed federally insured limits, are deposited in
money market accounts in high credit quality financial institutions. The Company performs ongoing
credit evaluations of its customers and recognizes an allowance for doubtful accounts to ensure
trade receivables are not overstated due to uncollectibility. The allowance for doubtful accounts
is determined based on a variety of factors, including the length of time receivables are past due,
macroeconomic conditions, significant one-time events and historical experience. Allowances are
recorded for individual accounts when the Company becomes aware of a customers inability to meet
its financial obligations, such as in the case of bankruptcy, deterioration in the customers
operating results or change in financial position. If circumstances related to customers change,
estimates of the recoverability of receivables would be further adjusted. As of December 31, 2009
and 2008, the Company had an allowance for doubtful accounts of approximately $33,000 and 30,000,
respectively, for estimated credit losses. To date, the Company has not had a significant amount
of bad debt expense.
Revenues from two customers accounted for approximately 82% and 16% of total revenues in 2009.
Receivables from these customers accounted for approximately 56% and 40% of total accounts
receivable at December 31, 2009. Sales to one customer accounted for approximately 86% of total
revenues in 2008, and there were no receivables from this customer at December 31, 2008. Two
customers accounted for 65% and 24% of accounts receivable at December 31, 2008.
10
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Property and equipment
Property and equipment are stated at cost. Depreciation is computed on the straight-line
method based on the estimated useful lives of the respective assets, generally 36 months.
Leasehold improvements are amortized using the term of the related lease or the economic life of
the improvements, if shorter.
Long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. No such
impairments have been identified to date.
Software development costs
Development costs incurred in the research and development of new software products are
expensed as incurred until technological feasibility of the product has been established. Software
development costs incurred after technological feasibility has been established are capitalized up
to the time the product is available for general release to customers. At December 31, 2009 and
2008, there were no amounts capitalized as the Companys current development process is essentially
completed concurrent with the establishment of technological feasibility.
Revenue recognition
The Company has revenue in several areas. The revenue recognition policy for each is as
follows:
Revenue from software license agreements is recognized when persuasive evidence of an
agreement exists, delivery of the product has occurred, the fee is fixed or determinable, and
collectibility is probable. Revenues from multiple element software arrangements are allocated to
each element of the arrangement based on the relative fair values of the elements, including
software licenses, maintenance, professional services and training. If evidence of the fair value
of one or more undelivered elements does not exist, revenue is deferred and recognized when
delivery of those elements occurs or when fair value can be established. Software maintenance
agreements provide technical support and the right to unspecified upgrades on an
if-and-when-available basis. Maintenance revenue is recognized ratably over the term of the
support period (generally one year), and training and other service revenues are recognized as the
related services are provided, unless there are customer acceptance provisions, in which case
revenue is deferred until acceptance. The unrecognized portion of amounts paid in advance for
licenses and services is recorded as deferred revenue.
Professional services revenues consist primarily of consulting, training, and integration and
customization fees charged for engineering services provided to customers and business partners for
customer-specific customization and enhancements to the Companys base products. These revenues
are either recognized upon attainment of specific milestones or when work is completed.
The Company recognizes revenue of subscription services for users of the synchronization
software on a monthly basis, based on the amount of individual subscribers within each month.
Stock-based compensation
The Company uses the estimated grant date calculated value method of accounting. The Company
recognizes these compensation costs on a straight-line basis over the requisite service period of
the award, which is generally the option vesting term of four years.
Research and development
Research and development costs are charged to operations as incurred.
Advertising
The Company expenses the costs of advertising, including promotional expenses, as incurred.
Advertising expenses for the years ended December 31, 2009 and 2008 were approximately $201,000 and
$232,000, respectively.
11
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Income taxes
Deferred tax liabilities and assets are recognized for the expected future tax consequences of
temporary differences between financial statement carrying amounts and the tax basis of assets and
liabilities and net operating loss and tax credit carry forwards. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected to be realized.
Foreign currency translation
The functional currency of the Companys foreign subsidiaries is the local currency.
Accordingly, all assets and liabilities of the foreign operations are translated to U.S. dollars at
current period end exchange rates, and revenues and expenses are translated to U.S. dollars using
average exchange rates in effect during the period. The gains and losses from foreign currency
translation of the subsidiaries financial statements are recorded directly into a separate
component of consolidated stockholders equity (deficit) under the caption Accumulated other
comprehensive income (loss).
Reclassifications
Certain reclassifications were made to the 2008 consolidated financial statements to conform
them to the 2009 consolidated financial statement presentation.
Subsequent events
The Company has evaluated subsequent events through September 30, 2010, which is the date the
consolidated financial statements were available to be issued.
2. Significant Balance Sheet Components
Property and equipment
Property and equipment consisted of approximately the following at December 31:
2009 | 2008 | |||||||
Furniture and fixtures |
$ | 230,000 | $ | 208,000 | ||||
Computers and equipment |
7,335,000 | 10,275,000 | ||||||
Software |
2,464,000 | 2,411,000 | ||||||
Leasehold improvements |
| 80,000 | ||||||
10,029,000 | 12,974,000 | |||||||
Less: accumulated depreciation
and amortization |
(9,021,000 | ) | (11,234,000 | ) | ||||
$ | 1,008,000 | $ | 1,740,000 | |||||
Depreciation and amortization expense for the years ended December 31, 2009 and 2008 was
approximately $1,068,000 and $949,000, respectively.
Included in property and equipment are leased assets aggregating approximately $728,000 at
December 31, 2009 and 2008, and the related accumulated amortization of approximately $386,000 and
$142,000 as of December 31, 2009 and 2008, respectively.
In 2006 and 2007, the Company received advances from a customer totaling approximately
$1,280,000 to purchase computer equipment to host software for the customer. The Company
capitalized the purchase of these assets and has recorded them in computers and equipment.
12
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The advances have been included in customer advances in the consolidated balance sheets. The
initial agreement with the customer required the transfer of the equipment to the customer if the
customer chose to purchase a perpetual license and transfer the hosting. The customer purchased
the perpetual license in 2007, but did not request transfer of the equipment or a refund of the
advances. The customer has not requested and has not released claims for the equipment. Therefore,
the Company continues to record the liability and related asset. The Company has capitalized and
is depreciating the equipment acquired and has recorded the advances received as a liability at
December 31, 2009 and 2008.
Accrued expenses
Accrued expenses consisted of approximately the following at December 31:
2009 | 2008 | |||||||
Employee-related liabilities |
$ | 907,000 | $ | 860,000 | ||||
Professional fees |
325,000 | 166,000 | ||||||
Accrued sales tax |
| 646,000 | ||||||
Other |
24,000 | 46,000 | ||||||
$ | 1,256,000 | $ | 1,718,000 | |||||
3. Deferred Revenue
During 2007, the Company deferred $4,000,000 related to an agreement whereby the Company was
to deliver a perpetual license to a customer. The entire amount was collected during 2007;
however, the delivery occurred in June 2008. As of December 31, 2009, all amounts have been
recognized. As of December 31, 2008, there was $1,666,000 in short-term deferred revenue based on
the one year maintenance term beginning on the delivery date.
In May 2008, the Company entered into an agreement for $3,000,000, whereby the Company is to
deliver multiple elements, including a software license and maintenance support to a customer for a
term of five years. As of December 31, 2009, delivery of all elements has not occurred. As of
December 31, 2009, the Company has recorded the entire amount as long-term deferred revenue. As of
December 31, 2008, the Company had billed a total of $1,500,000 and this amount was recorded as
long-term deferred revenue.
In February 2009, the Company entered into an agreement for $12,000,000 whereby the Company is
to deliver licenses and a warrant. As of December 31, 2009, the entire $6,000,000 related to the
license has been recorded as short term deferred revenue as delivery has not occurred. The
remaining $6,000,000 is classified as a warrant liability (Note 6).
In June 2009, the Company entered into an agreement for $3,435,000 whereby the Company is to
deliver multiple elements including licenses, professional services and maintenance for a term of
one year. As of December 31, 2009, delivery of all elements has not occurred. As of December 31,
2009, the Company has billed a total of $2,535,000 and this amount is recorded as short-term
deferred revenue.
Also included in short-term deferred revenue at December 31, 2009 and 2008 is approximately
$2,383,000 and $1,100,000, respectively, related to maintenance and service agreements.
4. Financing Arrangements
Accounts receivable line of credit
In April 2009, the Company entered into a line of credit agreement with a bank which provides
for borrowings of up to $2,000,000 on a non-formula basis and 80% of eligible accounts receivable
up to a total of $5,000,000. Draw downs on the line of credit were only available until April
2010. The line of credit bears interest at prime plus 1.75% (5.75% at December 31, 2009) and is
secured by all of the Companys assets, excluding intellectual property. In December 2009,
the Company drew down $2,000,000 against the line of credit. The Company is making monthly
interest payments of approximately $10,000 and the outstanding borrowings are due in full in
December 2010.
13
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Equipment and growth line of credit
In August 2006, the Company entered into an equipment financing agreement for an aggregate
amount of $750,000. The borrowings bore interest at the nominal rate of 10.75%, which was payable
in 36 equal installments of principal and interest from the date of the advance. As of December
31, 2009, the entire amount had been repaid.
Capital lease obligations
During 2008, the Company entered into capital lease agreements to finance the acquisition of
property and equipment (primarily computers and software) valued at approximately $728,000. These
agreements require monthly payments of approximately $22,000, including interest that ranges from
5.1% to 7.1%, and expire at various dates from August 2010 through October 2011. The related
assets secure these leases.
Future payments required under these leases at December 31, 2009 are approximately as follows:
Years ending December 31: |
||||
2010 |
$ | 242,000 | ||
2011 |
64,000 | |||
306,000 | ||||
Less: interest portion |
(6,000 | ) | ||
300,000 | ||||
Less: current portion |
(236,000 | ) | ||
$ | 64,000 | |||
5. Related Party Transactions
At December 31, 2009 and 2008, the Company has two non-recourse secured promissory notes (the
Notes) outstanding from advances to a former employee. The Notes, with a face value of
approximately $132,000 and $553,000, accrue interest at 5% and 8%, respectively. Under the Notes,
the principal and accrued interest are payable upon the earlier of: (i) 30 days following the date
at which the shares of common stock of the Company owned by the employee are eligible for sale by
the employee either under Rule 144 of the Securities Act of 1933, as amended, or upon a
registration statement on Form S-1, (ii) 60 days following the employees sale of shares of common
stock of the Company in connection with a change in control event as defined in the Notes or (iii)
June 6, 2011. As of December 31, 2009, $768,000 is outstanding on these Notes, including accrued
interest, and the amounts are fully reserved. The Notes are secured by the employees shares of
Company common stock and all dividends on such shares. As a result of the acquisition of the
Company as described in Note 11, the Company received approximately $45,000 in partial repayment of
these Notes. A portion of the remaining amount may be collected by the Company if the purchase
price of the Company is increased as a result of meeting certain financial targets for the period
from July 1, 2010 through December 31, 2011.
14
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
6. Stockholders Equity
Under the amended and restated Certificate of Incorporation dated March 30, 2006, and the
second certificate of amendment to the seventh amended and restated Certificate of Incorporation
dated May 5, 2009, the Company is authorized to issue 165,000,000 shares of common stock and
105,673,945 shares of convertible preferred stock. The convertible preferred stock has been
designated as 3,668,085 shares of Series A convertible preferred stock (Series A), 5,493,617
shares of Series B convertible preferred stock (Series B), 14,059,814 shares of Series C
convertible preferred stock (Series C), 15,952,429 shares of Series D convertible preferred stock
(Series D) and 66,500,000 shares of Series A-1 convertible preferred stock (Series A-1). Common
stock and convertible preferred stock have a par value of $0.001.
Preferred stock
In January and April 2008, the Company issued 21,126,760 and 704,225 shares of Series A-1 at
$0.142 per share for a total of $3,000,000 and $100,000, respectively.
At December 31, 2009, convertible preferred stock consisted of the following:
Shares | ||||||||||||
Shares | issued and | Liquidation | ||||||||||
authorized | outstanding | amount | ||||||||||
Series A |
3,668,085 | 3,638,298 | $ | 117,000 | ||||||||
Series B |
5,493,617 | 5,453,176 | 507,000 | |||||||||
Series C |
14,059,814 | 14,044,495 | 3,450,000 | |||||||||
Series D |
15,952,429 | 15,952,429 | 5,926,000 | |||||||||
Series A-1 |
66,500,000 | 64,084,505 | 18,200,000 | |||||||||
105,673,945 | 103,172,903 | $ | 28,200,000 | |||||||||
The significant features of the Companys convertible preferred stock are as follows:
Dividend provisions
The holders of Series A, Series B, Series C, Series D and Series A-1 are entitled to receive
noncumulative dividends prior and in preference to any declaration or payment of any dividend for
the common shares at the rates of $0.0025, $0.0074, $0.0197, $0.0297 and $0.0114 per share,
respectively, when and if declared by the Board of Directors. No dividends have been declared by
the Board of Directors from November 4, 1998
(inception) through December 31, 2009.
Liquidation preference
In the event of any liquidation, dissolution or winding-up of the Company, the holders of
Series A-1 are entitled to receive an amount equal to $0.284 per share plus any declared but unpaid
dividends prior to and in preference to any distribution to the holders of other preferred stock
and the holders of common stock. After payment has been made to the holders of Series A-1, the
holders of Series A, Series B, Series C and Series D are entitled to receive an amount equal to
$0.0322, $0.0930, $0.2456 and $0.3715 per share, respectively, plus any declared but unpaid
dividends prior to and in preference to any distribution to the holders of common stock.
After payment has been made to the holders of Series A-1, Series A, Series B, Series C and
Series D, any remaining assets and funds are to be distributed ratably among the holders of common
stock, Series A-1, Series C and Series D, provided, however, that the holders of Series C and
Series D shall in no event receive an amount (including all amounts received as summarized in the
preceding paragraph) greater than $0.4912 and $0.7430, respectively, per share.
15
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
A merger, consolidation, or the sale, conveyance or other disposition of all or substantially
all of the assets of the Company in which the stockholders of the Company immediately prior to the
transaction do not possess more than 50% of the voting power of the surviving entity immediately
after the transaction shall be deemed to be a liquidation or winding-up of the Company.
Conversion rights
Each share of Series A, Series B, Series C, Series D and Series A-1, at the option of the
holder, and at any time after the date of issuance, is convertible into one fully paid and
non-assessable share of common stock. The conversion rate results from dividing the conversion
value plus any declared but unpaid dividends on one preferred share by the conversion price at the
time of conversion. The per share conversion rate for Series A and Series B is two-for-one and for
Series C, Series D and Series A-1 is one-for-one at December 31, 2009.
Conversion is automatic at its then-effective conversion rate upon the earlier to occur of:
(i) the closing of a firm commitment underwritten public offering of the Companys common stock at
an aggregate sale price of such securities of not less than $20,000,000 or (ii) the consent of the
holders of the majority of Series A, Series B, Series C or Series D or the holders of at least
two-thirds of Series A-1.
Voting rights
Each share of Series A, Series B, Series C, Series D and Series A-1 has voting rights equal to
an equivalent number of shares of common stock into which it is convertible at the record date and
votes together as one class with common stock.
The holders of Series A, Series B, Series A-1 and common stock are each entitled, voting as a
single class, to elect one member of the Board of Directors (a total of four). The holders of a
majority of the preferred stock and the holders of a majority of the common stock, each voting as a
separate class, are entitled to elect all remaining members of the Board of Directors.
Warrants
As of December 31, 2009, the Company had the following outstanding warrants:
Warrant | ||||||||||
Issuance | Type of | Number of | Price | Expiration | ||||||
date | stock | warrant shares | per share | date | ||||||
October 2002 |
Common stock | 150,000 | $ | 1.50 | October 2012 | |||||
August 2006 |
Series A-1 | 450,000 | $ | 0.14 | August 2016 | |||||
January 2008 |
Series A-1 | 1,599,000 | $ | 0.01 | January 2013 | |||||
December 2008 |
To be determined | To be determined | $ | 0.01 | January 2019 | |||||
July 2009 |
Series A-1 | 352,112 | $ | 0.14 | July 2019 |
In December 2008, the Company issued a performance based warrant in connection with a customer
agreement that was finalized in February 2009. The number of shares that may be acquired under
this warrant will be determined by dividing $6,000,000 by the lowest price per share paid by any
third party in the first qualified issuance, as defined, aggregating not less than $7,000,000, to
take place after the warrant was issued. In order for the warrant to vest, the warrant holder had
to fulfill defined performance objectives. These performance objectives were met in early 2009.
If no qualified issuance has occurred by May 2011, the warrant holder has the right to either
immediately terminate the warrant or allow the warrant to remain in effect. If the warrant holder
elects to terminate the warrant, the Company is obligated to provide a credit equal to $6,000,000
against any and all future fees and expenses to be paid by the warrant holder over a period of two
years.
16
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
As a result of the acquisition of the Company, as described in Note 11, approximately
$3,500,000 in cash was paid to the warrant holder in exchange for cancellation of the warrant. In
addition, the warrant holder will participate in the possible additional payment to be made by the
buyer, if any, and has the right to receive 11.4% of such amounts, not to exceed an additional
$4,000,000. (Note 11).
In connection with a line of credit agreement in April 2009, the Company issued warrants to
purchase 352,112 shares of Series A-1 at a purchase price of $0.0142 per share. The fair value of
the warrants, determined using Black-Scholes option pricing model, of approximately $37,000 was
capitalized as prepaid loan costs and is being expensed as additional interest over the one year
term of the line of credit agreement. For the year ended December 31, 2009, approximately $26,000
was amortized to interest expense.
7. Stock Option Plan
Stock-based compensation expense for all share-based payment awards granted after January 1,
2006, and for previous awards modified, repurchased or cancelled after January 1, 2006, is based on
the grant-date calculated value. The Company recognizes these compensation costs, net of an
estimated forfeiture rate, and recognizes the compensation costs for only those shares expected to
vest on a straight-line basis over the requisite service period of the award, which is generally
the option vesting term of four years. The Company estimated the forfeiture rate for the years
ended December 31, 2009 and 2008 based on its historical experience for annual grant years where
the majority of the vesting terms have been satisfied.
For the years ended December 31, 2009 and 2008, the Company recorded stock-based compensation
of approximately $258,000 and $217,000, respectively.
In December 2008, the Company adopted the 2008 Equity Incentive Plan (the 2008 Plan). The
Company initially reserved 4,886,710 shares of common stock for issuance under the 2008 Plan.
Previously, the Company had adopted the 1998 Equity Incentive Plan (the 1998 Plan). In 2008, the
1998 Plan expired. Prior to the 1998 Plan expiration, there were 39,701,150 shares of common stock
reserved for issuance. The plans provide for the granting of stock options to employees, directors
and consultants of the Company. Options granted under the plans were either incentive stock
options (ISO) or nonqualified stock options (NSO). ISOs were granted only to Company employees
(including officers and directors who were also employees). NSOs were granted to Company employees
and consultants.
Options issued under the plans are exercisable for periods up to ten years after the issuance
date and at prices determined by the Board of Directors, provided, however, that: (i) the exercise
price of an ISO and NSO cannot be less than 100% and 85%, respectively, of the estimated fair value
of the shares on the date of the grant and (ii) the exercise price of an ISO and NSO granted to a
10% stockholder cannot be less than 110% of the estimated fair value of the shares on the date of
grant. Options granted under the plans generally vest 1/4 on the first anniversary of the vesting
commencement date, and an additional 1/48 of the total number of shares subject to the option on
the anniversary date of each calendar month thereafter, until all shares have vested.
All options issued under the plans are immediately exercisable. If exercised prior to
vesting, the shares are subject to buy back provisions by the Company. These buy back rights lapse
over the same vesting period as the original option. As of December 31, 2009, there are 28,000
shares subject to buy back.
17
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Stock option activity for the year ended December 31, 2009 for the 2008 Plan and the 1998 Plan
is as follows:
Weighted | Weighted average | |||||||||||
average | remaining | |||||||||||
exercise price | contractual life | |||||||||||
Shares | per share | (in years) | ||||||||||
Outstanding at December 31, 2008 |
27,938,657 | $ | 0.05 | 9.07 | ||||||||
Options granted |
3,006,000 | $ | 0.05 | |||||||||
Options exercised |
(132,620 | ) | $ | 0.05 | ||||||||
Options cancelled/forfeited/expired |
(2,317,177 | ) | $ | 0.09 | ||||||||
Outstanding at December 31, 2009 |
28,494,860 | $ | 0.05 | 8.27 | ||||||||
Vested and expected to vest at
December 31, 2009 (1) |
27,118,568 | $ | 0.05 | 8.26 | ||||||||
Vested at December 31, 2009 |
14,753,873 | $ | 0.05 | 8.05 |
(1) | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding options. |
The total pretax intrinsic value of options exercised during the years ended December 31,
2009 and 2008 was zero for both years. The intrinsic value is the difference between the estimated
fair value of the Companys common stock at the date of exercise and the exercise price for
in-the-money options. The weighted average grant date calculated value of options granted during
the years ended December 31, 2009 and 2008 was $0.03 for both years
As of December 31, 2009, there was approximately $338,000 of unamortized stock-based
compensation cost related to unvested stock options which is expected to be recognized over a
weighted average period of two years.
18
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The calculated value of option grants was estimated using the Black-Scholes option pricing
model with the following weighted average assumptions for the years ended December 31:
2009 | 2208 | |||
Expected dividend yield (1) |
0% | 0% | ||
Risk-free interest rate (2) |
2.16% - 3.64% | 2.88% - 3.81% | ||
Expected volatility (3) |
75% | 75% | ||
Expected life (in years) (4) |
6.25 | 6.25 |
(1) | The Company has no history or expectation of paying cash dividends on its common stock. | |
(2) | The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant | |
(3) | The volatility of the Company stock is based on three similar publicly traded companies. | |
The Company used the average volatility rate of the three companies. | ||
(4) | The expected life represents the period of time that options granted are expected to be outstanding. |
8. Benefit Plans
The Company has established a 401(k) tax-deferred savings plan (the 401(k) Plan) which permits
participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal
Revenue Code (the Code). The Company may, at its discretion, make matching contributions to the
plan. Furthermore, the Company is responsible for administrative costs of the 401(k) Plan. For
the years ended December 31, 2009 and 2008, the Company made no employer contributions to the
401(k) Plan.
9. Income Taxes
The benefit for income taxes for the year ended December 31, 2009 relates to a research and
development credit refund received.
There is no tax liability in Estonia as companies do not pay income tax on profits in that
country.
19
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The components of the net deferred tax assets are approximately as follows as of December 31:
2009 | 2008 | |||||||
Deferred tax assets: |
||||||||
Federal and state net operating losses |
$ | | $ | 56,139,000 | ||||
Research credits |
| 4,063,000 | ||||||
Non-deductible accrued expenses |
662,000 | 224,000 | ||||||
Property and equipment |
182,000 | (35,000 | ) | |||||
Capitalized research and trademarks |
400,000 | 675,000 | ||||||
Total deferred tax assets |
1,244,000 | 61,066,000 | ||||||
Valuation allowance |
(1,244,000 | ) | (61,066,000 | ) | ||||
Net deferred tax assets |
$ | | $ | | ||||
In 2009, the Company adopted a new accounting standard relevant to uncertain tax
positions. The guidance prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. A tax position is recognized when it is more-likely-than-not that the tax position
will be sustained upon examination, including resolution of any related appeals or litigation
processes. A tax position that meets the more-likely-than-not recognition threshold is measured at
the largest amount of benefit that is greater than 50% likely of being realized upon ultimate
settlement with a taxing authority. The standard also provides guidance on derecognition of tax
benefits, classification on the balance sheet, interest and penalties, accounting in interim
periods, disclosure, and transition.
Realization of deferred tax assets is dependent upon future earnings, the timing and amount of
which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a
valuation allowance. The net valuation allowance decreased by approximately $59,822,000 from 2008
to 2009. As of December 31, 2009, the Company had net operating loss (NOL) carryforwards for
federal and state tax purposes of approximately $162,000,000 and $116,238,000, respectively. The
NOL carryforwards will expire at various dates beginning in the years 2019 (federal) and 2010
(state), unless previously utilized. The Company also has federal and state research and
development tax credit carryforwards of approximately $2,268,000 and $2,178,000, respectively. The
federal tax credits will expire at various dates beginning in the year 2018, unless previously
utilized. The state tax credits do not expire and will carry forward indefinitely until utilized.
Utilization of the NOL and tax credit carryforwards may be subject to a substantial annual
limitation due to ownership change limitations that may have occurred or that could occur in the
future, as required by the Code, as well as similar state provisions. In
general, an ownership change as defined by the Code results from a transaction or series of
transactions over a three-year period resulting in an ownership change of more than 50 percentage
points of the outstanding stock of a company by certain stockholders or public groups. Since the
Companys formation, the Company has raised capital through the issuance of capital stock on
several occasions which, combined with the purchasing stockholders subsequent disposition of those
shares, may have resulted in such an ownership change, or could result in an ownership change in
the future upon subsequent disposition. The annual limitation may result in the expiration of net
operating loss and tax credit carryforwards before utilization.
20
FUSIONONE, INC.
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
The Company has not completed a study to assess whether an ownership change has occurred or
whether there have been multiple ownership changes since the Companys formation due to the
complexity and cost associated with such a study, and the fact that there may be additional such
ownership changes in the future. If the Company has experienced an ownership change at any time
since its formation, utilization of the NOL or tax credit carryforwards to offset future taxable
income and taxes, respectively, would be subject to an annual limitation under the Code, which is
determined by first multiplying the value of the Companys stock at the time of the ownership
change by the applicable long-term, tax-exempt rate, and then could be subject to additional
adjustments, as required. Any limitation may result in expiration of all or a portion of the NOL
or tax credit carryforwards before utilization. Until a study is completed and any limitation
known, no amounts of NOLs and tax credit carryforwards are being considered as an uncertain tax
position or disclosed as unrecognized tax benefits since no benefits have been realized to date.
Effective January 1, 2009, the deferred tax assets related to these loss and tax credit
carryforwards and the offsetting valuation allowances have also been removed from the consolidated
financial statements with no impact on earnings. These amounts are no longer recognized until they
can be measured after an ownership change analysis is completed. The Company maintains a full
valuation allowance for other deferred tax assets due to its historical losses and uncertainties
surrounding its ability to generate future taxable income to realize these assets. Due to the
existence of the valuation allowance, future changes in the Companys unrecognized tax benefits and
recognizable deferred tax benefits after the completion of an ownership change analysis is not
expected to impact its effective tax rate.
A number of the Companys tax returns remain subject to examination by taxing authorities.
These include U.S. federal returns for 2006 and later years, tax returns for certain states for
2005 and later years and tax returns in certain jurisdictions outside of the U.S. for 2006 and
later years.
10. Commitments
Operating Leases
The Company leases its United States and Estonian facilities under operating leases expiring
in August 2012 and December 2014, respectively. Rent expense related to the Companys operating
leases was approximately $686,000 and $643,000 for the years ended December 31, 2009 and 2008,
respectively. Future minimum payments under noncancelable leases are approximately as follows:
Years ending December 31: |
||||
2010 |
$ | 602,000 | ||
2011 |
583,000 | |||
2012 |
470,000 | |||
2013 |
244,000 | |||
2014 |
244,000 | |||
$ | 2,143,000 | |||
11. Acquisition
On July 19, 2010 the Company was acquired by Synchronoss Technologies, Inc. (Synchronoss).
The purchase price for the Company was approximately $32,000,000 in cash and approximately
$8,000,000 in common stock of Synchronoss. In addition, the purchase price may increase by up to
$35,000,000 in cash and common stock of Synchronoss based on the Company achieving certain
financial targets for the period from July 1, 2010 through December 31, 2011. In connection
with the acquisition, Synchronoss has also decided to exit from Estonia activities as they explore
cost synergies with the merger.
21