Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - SYNCHRONOSS TECHNOLOGIES INC | a13-6725_18ka.htm |
| EX-23 - EX-23 - SYNCHRONOSS TECHNOLOGIES INC | a13-6725_1ex23.htm |
| EX-99.1 - EX-99.1 - SYNCHRONOSS TECHNOLOGIES INC | a13-6725_1ex99d1.htm |
| EX-99.3 - EX-99.3 - SYNCHRONOSS TECHNOLOGIES INC | a13-6725_1ex99d3.htm |
Exhibit 99.2
NewBay Software Limited
Unaudited Condensed Consolidated Financial Statements
As of December 31, 2011 and September 30, 2012 and for the nine month periods ended September 30, 2011 and 2012
Condensed Consolidated Financial Statements As of September 30, 2012
and December 31, 2011 and for the periods ended September 30, 2011 and 2012
|
CONTENTS |
|
Page |
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED SEPTEMBER 30, 2011 AND 2012 |
|
F-2 |
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 AND SEPTEMBER 30, 2012 |
|
F-3 |
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED SEPTEMBER 30, 2011 AND 2012 |
|
F-4 |
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED SEPTEMBER 30, 2011 AND 2012 |
|
F-5 |
|
|
|
|
|
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
|
F-6 - F-10 |
NewBay Software Limited
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
Period ended September 30, |
| ||
|
|
|
Note |
|
2011 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
16,346,594 |
|
22,017,699 |
|
|
Cost of sales |
|
|
|
(2,777,797 |
) |
(6,691,793 |
) |
|
Gross profit |
|
|
|
13,568,797 |
|
15,325,906 |
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses |
|
|
|
(2,622,460 |
) |
(2,885,806 |
) |
|
Research and development expenses |
|
|
|
(7,599,924 |
) |
(8,018,740 |
) |
|
Administration expenses |
|
|
|
(6,776,384 |
) |
(5,424,358 |
) |
|
Foreign currency exchange movements |
|
|
|
(378,614 |
) |
245,549 |
|
|
Employee retention accrual |
|
9 |
|
— |
|
(2,654,016 |
) |
|
Operating loss |
|
|
|
(3,808,585 |
) |
(3,411,465 |
) |
|
|
|
|
|
|
|
|
|
|
Finance and other income |
|
|
|
8,513 |
|
2,649 |
|
|
Other gains and losses |
|
|
|
(340,859 |
) |
— |
|
|
Finance costs |
|
|
|
(369,137 |
) |
(93,714 |
) |
|
Loss before income tax |
|
|
|
(4,510,068 |
) |
(3,502,530 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax benefit/(expense) |
|
|
|
6,712 |
|
(362,238 |
) |
|
Loss for the year |
|
|
|
(4,503,356 |
) |
(3,864,768 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
Exchange translation adjustment |
|
|
|
458,127 |
|
(814,073 |
) |
|
Total comprehensive loss |
|
|
|
(4,045,229 |
) |
(4,678,841 |
) |
NewBay Software Limited
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
Notes |
|
December 31, |
|
September 30, |
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
3 |
|
3,360,917 |
|
5,116,323 |
|
|
|
|
|
|
3,360,917 |
|
5,116,323 |
|
|
Current assets |
|
|
|
|
|
|
|
|
Corporation tax recoverable |
|
|
|
46,655 |
|
— |
|
|
Trade and other receivables |
|
4 |
|
7,862,185 |
|
9,829,075 |
|
|
Cash and cash equivalents |
|
|
|
3,387,846 |
|
3,884,531 |
|
|
|
|
|
|
11,296,686 |
|
13,713,606 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
14,657,603 |
|
18,829,929 |
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the Group |
|
|
|
|
|
|
|
|
Share capital |
|
5 |
|
5,916 |
|
6,641 |
|
|
Share premium |
|
5 |
|
13,006,156 |
|
13,730,431 |
|
|
Exchange translation reserve |
|
|
|
(1,014,532 |
) |
(1,828,605 |
) |
|
Share based payment reserve |
|
|
|
— |
|
— |
|
|
Accumulated deficit |
|
|
|
(20,873,213 |
) |
(24,737,981 |
) |
|
Total equity |
|
|
|
(8,875,673 |
) |
(12,829,514 |
) |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Finance leases |
|
|
|
721,288 |
|
293,568 |
|
|
Deferred revenue |
|
|
|
2,964,480 |
|
1,582,735 |
|
|
Preference shares |
|
|
|
707,125 |
|
— |
|
|
|
|
|
|
4,392,893 |
|
1,876,303 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Corporation tax payable |
|
|
|
— |
|
130,416 |
|
|
Deferred revenue |
|
|
|
8,438,753 |
|
5,954,100 |
|
|
Trade and other payables |
|
6 |
|
5,670,957 |
|
19,239,812 |
|
|
Provisions |
|
|
|
3,864,286 |
|
3,763,643 |
|
|
Finance leases |
|
|
|
1,166,387 |
|
695,169 |
|
|
|
|
|
|
19,140,383 |
|
29,783,140 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
23,533,276 |
|
31,659,443 |
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
14,657,603 |
|
18,829,929 |
|
NewBay Software Limited
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
Notes |
|
Share |
|
Share |
|
Exchange |
|
Share |
|
Accumulated |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2011 |
|
|
|
4,800 |
|
11,271,322 |
|
(1,338,861 |
) |
376,794 |
|
(16,472,568 |
) |
(6,158,513 |
) |
|
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
(4,503,356 |
) |
(4,503,356 |
) |
|
Exchange translation adjustment |
|
|
|
— |
|
— |
|
458,127 |
|
— |
|
— |
|
458,127 |
|
|
Share based payment |
|
|
|
— |
|
— |
|
— |
|
44,800 |
|
— |
|
44,800 |
|
|
Balance as of September 30, 2011 |
|
|
|
4,800 |
|
11,271,322 |
|
(880,734 |
) |
421,594 |
|
(20,975,924 |
) |
(10,158,942 |
) |
|
|
|
Notes |
|
Share |
|
Share |
|
Exchange |
|
Share |
|
Accumulated |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2012 |
|
|
|
5,916 |
|
13,006,156 |
|
(1,014,532 |
) |
— |
|
(20,873,213 |
) |
(8,875,673 |
) |
|
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
(3,864,768 |
) |
(3,864,768 |
) |
|
Exchange translation adjustment |
|
|
|
— |
|
— |
|
(814,073 |
) |
— |
|
— |
|
(814,073 |
) |
|
Cumulative preference shares converted |
|
5 |
|
725 |
|
724,275 |
|
— |
|
— |
|
— |
|
725,000 |
|
|
Balance as of September 30, 2012 |
|
|
|
6,641 |
|
13,730,431 |
|
(1,828,605 |
) |
— |
|
(24,737,981 |
) |
(12,829,514 |
) |
NewBay Software Limited
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
Periods ended |
| ||
|
|
|
Notes |
|
September 2011 |
|
September 2012 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Cash used in operations |
|
8 |
|
(3,835,326 |
) |
(9,719,086 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Sales of property, plant and equipment |
|
|
|
7,718 |
|
36,408 |
|
|
Purchases of property, plant and equipment |
|
|
|
(65,695 |
) |
(2,919,065 |
) |
|
Net cash used in investing activities |
|
|
|
(57,977 |
) |
(2,882,657 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Loans received |
|
|
|
— |
|
14,063,215 |
|
|
Repayments of borrowings |
|
|
|
(660,155 |
) |
— |
|
|
Repayment of finance lease obligations |
|
|
|
(981,695 |
) |
(905,431 |
) |
|
Net cash (used in)/provided by financing activities |
|
|
|
(1,641,850 |
) |
13,157,784 |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
372,361 |
|
(59,356 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
|
(5,162,792 |
) |
496,685 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
|
|
7,073,355 |
|
3,387,846 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
|
|
1,910,563 |
|
3,884,531 |
|
NewBay Software Limited
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General information
NewBay Software Limited (the “Company”) and subsidiaries (together with the Company, the “Group”), an Ireland corporation, was formed on November 28, 2002.
The Group has offices in the US and Ireland and it is engaged in digital content services, enabling operators and device makers to deliver a lifetime of content experiences across connected devices such as mobiles, PCs, tablets and TVs. NewBay provides an open, white label software platform, called LifeCache, that powers cloud-based services for storing, sharing, accessing and organising digital content across any Internet connected device.
2. Summary of significant accounting policies
The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as applied in the Group’s latest annual audited statements.
2.1 Basis of preparation
These unaudited condensed consolidated financial statements as of December 31, 2011 and September 30, 2012 and for the nine month periods ended September 30, 2011 and 2012 have been prepared in accordance with IAS 34, “Interim financial reporting” (“IAS 34”). The unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2011, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
No new IFRSs or IFRICs that were effective for the first time for this interim period had a material impact on the Group.
The Group has incurred losses in the current and previous periods and is reporting significant net liabilities at the reporting date. The Group’s ultimate parent company, Synchronoss Technologies Inc., has confirmed that it will continue to provide financial support to the Group for a period of at least twelve months from the date of approval of the interim financial information to enable its liabilities to be met as they fall due.
Newbery Software Limited
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. Property, plant and equipment
|
|
|
Leased |
|
Office |
|
Fixtures |
|
Computer |
|
Total |
|
|
|
|
€ |
|
€ |
|
€ |
|
€ |
|
€ |
|
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2012 |
|
124,493 |
|
159,977 |
|
449,539 |
|
6,599,102 |
|
7,333,111 |
|
|
Additions |
|
— |
|
— |
|
— |
|
2,919,064 |
|
2,919,064 |
|
|
Disposals |
|
— |
|
— |
|
— |
|
(118,874 |
) |
(118,874 |
) |
|
At September 30, 2012 |
|
124,493 |
|
159,977 |
|
449,539 |
|
9,399,292 |
|
10,133,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2012 |
|
106,829 |
|
137,828 |
|
443,737 |
|
3,283,800 |
|
3,972,194 |
|
|
Charge for year |
|
945 |
|
16,315 |
|
4,282 |
|
1,105,709 |
|
1,127,251 |
|
|
On disposals |
|
— |
|
— |
|
— |
|
(82,467 |
) |
(82,467 |
) |
|
At September 30, 2012 |
|
107,774 |
|
154,143 |
|
448,019 |
|
4,307,042 |
|
5,016,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount: |
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2012 |
|
16,719 |
|
5,834 |
|
1,520 |
|
5,092,250 |
|
5,116,323 |
|
|
At January 1, 2012 |
|
17,664 |
|
22,149 |
|
5,802 |
|
3,315,302 |
|
3,360,917 |
|
The additions to computer equipment in the period principally relate to software.
4. Trade and other receivables
|
|
|
December 31, |
|
September 30, |
|
|
|
|
€ |
|
€ |
|
|
Trade receivables — net of provision of €410,610 (Dec 31, 2011: €517,750) |
|
4,056,903 |
|
4,391,299 |
|
|
Prepayments |
|
726,496 |
|
1,565,985 |
|
|
Other debtors |
|
2,774,258 |
|
3,480,455 |
|
|
Amounts recoverable on contracts |
|
301,631 |
|
390,897 |
|
|
VAT recoverable |
|
2,897 |
|
439 |
|
|
|
|
7,862,185 |
|
9,829,075 |
|
NewBay Software Limited
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Share capital
Share capital & share premium
|
|
|
December 31, |
|
September 30, |
|
|
|
|
€ |
|
€ |
|
|
Authorised: |
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
200,225,000(Dec 31, 2011:100,000,000) Ordinary Shares of €0.001 each |
|
100,000 |
|
200,225 |
|
|
500,000 “B” Ordinary Shares of €0.001 each |
|
500 |
|
500 |
|
|
Nil (Dec 31, 2011: 99,500,000) Series “A” Convertible Preference Shares of €0.001 each |
|
99,500 |
|
— |
|
|
|
|
200,000 |
|
200,725 |
|
|
|
|
December 31, |
|
September 30, |
|
|
|
|
€ |
|
€ |
|
|
Allotted, called-up: |
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
6,272,075 (Dec 31, 2011: 3,003,584) Ordinary Shares of €0.001 each |
|
3,003 |
|
6,271 |
|
|
370,000 (Dec 31, 2011: 370,000) “B” Ordinary Shares of €0.001 each |
|
370 |
|
370 |
|
|
Nil (Dec 31, 2011: 2,543,491) Series “A” Convertible Preference Shares of €0.001 each |
|
2,543 |
|
— |
|
|
|
|
5,916 |
|
6,641 |
|
|
|
|
Share |
|
Share |
|
Total |
|
|
|
|
€ |
|
€ |
|
€ |
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2012 |
|
5,916 |
|
13,006,156 |
|
13,012,072 |
|
|
Conversion of Cumulative Preference Shares |
|
725 |
|
724,275 |
|
725,000 |
|
|
Balance as of September 30, 2012 |
|
6,641 |
|
13,730,431 |
|
13,737,072 |
|
On April 3, 2012, the Company converted all authorised and issued Series “A” Convertible Preference Shares and the Cumulative Preference Shares to Ordinary Shares.
NewBay Software Limited
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Trade and other payables
|
|
|
December 31, |
|
September 30, |
|
|
|
|
€ |
|
€ |
|
|
Trade payables |
|
654,165 |
|
1,440,707 |
|
|
Social security and other taxes |
|
1,037,087 |
|
705,364 |
|
|
Accrued expenses |
|
3,487,555 |
|
2,497,372 |
|
|
Other payable |
|
— |
|
41,004 |
|
|
Amounts due to parent company (note 10) |
|
492,150 |
|
14,555,365 |
|
|
|
|
5,670,957 |
|
19,239,812 |
|
7. Tax
Interim period tax is accrued using the tax rate that is estimated to be applicable to expected total annual earnings based on tax rates that were enacted or substantively enacted at the interim date, that is the estimated average annual effective income tax rate applied to the taxable income of the interim period.
8. Cash flows from operating activities
|
|
|
September 30, |
|
September 30, |
|
|
|
|
€ |
|
€ |
|
|
|
|
|
|
|
|
|
Loss before income tax |
|
(4,510,068 |
) |
(3,502,530 |
) |
|
Adjustments for: |
|
|
|
|
|
|
– Depreciation of property, plant and equipment |
|
1,101,103 |
|
1,127,251 |
|
|
– Interest paid |
|
289,997 |
|
75,839 |
|
|
– Interest received |
|
(8,514 |
) |
(2,649 |
) |
|
– Income tax paid |
|
(16,186 |
) |
(185,167 |
) |
|
– Share-based payments expense |
|
44,800 |
|
— |
|
|
– Increase in provisions |
|
— |
|
(100,643 |
) |
|
|
|
|
|
|
|
|
Movements in working capital: |
|
|
|
|
|
|
– Increase in trade and other receivables |
|
(937,850 |
) |
(1,958,683 |
) |
|
– Increase/(decrease) in trade and other payables |
|
1,063,800 |
|
(492,033 |
) |
|
– Decrease in deferred revenue |
|
(862,408 |
) |
(4,680,471 |
) |
|
Cash used in operations |
|
(3,835,326 |
) |
(9,719,086 |
) |
9. Employee retention accrual
During the period ended September 30, 2012, the Group recognised an employee retention accrual of €2,654,016.
10. Related party transactions
As of September 30, 2012 Research in Motion Limited (“RIM Ltd”) was the immediate and ultimate parent company.
At the beginning of the period the Company had loans payable to RIM Ltd of €492,150. RIM Ltd provided additional loans of €14,063,215 during the period. The amount payable to RIM Ltd at the period end is €14,555,365. These loans were provided on an unsecured interest free basis and are repayable on demand.
NewBay Software Limited
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Subsequent event
In December 2012 the Company was acquired by Synchronoss Technologies Ireland Limited a subsidiary of Synchronoss Technologies Inc. for consideration of $55.5 million paid in cash to RIM Ltd with no assumption of cash or debt.
12. Approval of financial statements
The financial statements were approved by the board of directors on March 7, 2013.