EX-99.2 4 a57693exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
ServerEngines Corporation
Index to Unaudited Condensed Consolidated Financial Statements
     
 
  Page
Unaudited Condensed Consolidated Balance Sheet as of June 30, 2010
  2
Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2010 and 2009
  3
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009
  4
Notes to Unaudited Condensed Consolidated Financial Statements
  5

 


 

ServerEngines Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share data)
                 
    June 30,     December 31,  
    2010     2009  
Assets
               
Current Assets:
               
Cash and cash equivalents
  $ 1,438     $ 4,175  
Accounts receivable
    5,267       3,595  
Inventory
    376       251  
Prepaids and other current assets
    1,662       1,713  
 
           
Total current assets
    8,743       9,734  
Property and equipment, net
    1,327       1,082  
Other long-term assets
    1,352       1,698  
 
           
Total Assets
  $ 11,422     $ 12,514  
 
           
 
               
Liabilities and Stockholders’ Deficit
               
Current Liabilities:
               
Accounts payable
    8,222     $ 6,083  
Accounts payable to founders
    85       92  
Accrued liabilities
    6,189       4,615  
Capital lease obligations, current portion
    13       17  
Notes payable to Emulex Corporation
    26,274       25,632  
Founders’ notes payable
    26,609       25,701  
Deferred revenue
    2,375       1,915  
 
           
Total current liabilities
    69,767       64,055  
Capital lease obligations, less current portion
    2       6  
Long-term liabilities
    1,554       1,896  
 
           
Total liabilities
    71,323       65,957  
 
           
 
               
Stockholders’ Deficit:
               
Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized and 4,250,015 shares issued and outstanding at June 30, 2010 and 2009; liquidation preference of $50,000,000
    4       4  
Common Stock: $0.001 par value; 40,000,000 shares authorized at June 30, 2010 and 2009. 27,412,355 and 26,425,366 shares outstanding at June 30, 2010 and 2009, respectively
    27       26  
Additional paid-in capital
    55,119       54,516  
Accumulated other comprehensive loss
    (30 )     (26 )
Accumulated deficit
    (115,021 )     (107,963 )
 
           
Total stockholders’ deficit
    (59,901 )     (53,443 )
 
           
Total Liabilities and Stockholders’ Deficit
  $ 11,422     $ 12,514  
 
           
See accompanying notes to condensed consolidated financial statements.

2


 

ServerEngines Corporation
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands)
                 
    For the Six Months  
    Ended June 30,  
    2010     2009  
 
               
Net revenues
  $ 16,104     $ 7,474  
Cost of revenue
    9,213       4,246  
 
           
Gross profit
    6,891       3,228  
 
           
 
               
Operating Expenses:
               
Research and development
    10,707       10,533  
Sales and marketing
    597       715  
General and administrative
    1,136       160  
 
           
Total operating expenses
    12,440       11,408  
 
           
 
               
Loss from Operations
    (5,549 )     (8,180 )
Interest income
          19  
Interest expense
    (1,549 )     (1,235 )
Other expense
          (1 )
 
           
Net Loss
  $ (7,098 )   $ (9,397 )
 
           
See accompanying notes to condensed consolidated financial statements.

3


 

ServerEngines Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
                 
    For the Six Months  
    Ended June 30,  
    2010     2009  
 
               
Operating Activities:
               
Net loss
  $ (7,098 )   $ (9,397 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation of property and equipment
    287       168  
Stock based compensation
    221       200  
Changes in operating assets and liabilities:
               
Accounts receivable
    (1,672 )     (535 )
Inventory
    (125 )     (270 )
Other assets
    397       849  
Accounts payable
    2,139       (2,349 )
Accounts payable to founders
    (7 )     (2 )
Accrued liabilities and long-term liabilities
    3,197       2,131  
Deferred revenue
    460       1,825  
 
           
 
               
Net Cash Used in Operating Activities
    (2,201 )     (7,380 )
 
           
 
               
Investing Activities:
               
Purchases of property and equipment
    (531 )     (273 )
 
           
 
               
Net Cash Used in Investing Activities
    (531 )     (273 )
 
           
 
               
Financing Activities:
               
Proceeds from issuance of common stock
    8        
Proceeds from founder’s notes payable
            2,980  
Principals payments on founders’ notes payable
          (6,930 )
Proceeds from notes payable to Emulex Corporation
          15,000  
Principals payments under capital lease
    (8 )     (8 )
 
           
 
               
Net Cash Provided by Financing Activities
          11,042  
 
           
 
               
Effect of Exchange Rate Changes on Cash and Cash Equivalents
    (5 )     9  
Net increase (decrease) in cash and cash equivalents
    (2,737 )     3,398  
Cash and cash equivalents at beginning of period
    4,175       43  
 
           
Cash and cash equivalents at end of period
  $ 1,438     $ 3,441  
 
           
 
               
Supplemental Disclosure of Non-cash Financing Activity — Common stock issued for accrued non-recurring engineering services rendered in previous years
  $ 375     $  
See accompanying notes to condensed consolidated financial statements.

4


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
1.   Summary of Accounting Policies
 
    Nature of Business ServerEngines Corporation (the “Company” or “ServerEngines”) is a technology company incorporated under the General Corporation Laws of the state of Delaware. The company filed its original Certificate of Formation with the State of Delaware on May 8, 2003 as a LLC which was amended on February 7, 2008 when the Company incorporated as a Delaware corporation. The Company was headquartered in Sunnyvale, California, prior to its acquisition by Emulex Corporation on August 25, 2010 (see Note 6) and creates silicon building blocks that enhance the functionality, performance, and security of contemporary servers including tower, rack and blade configurations.
 
    Basis of Presentation — The accompanying condensed consolidated financial statements of ServerEngines include the accounts of the Company and its wholly-owned subsidiary, ServerEngines (India) Private Limited (SEIPL). All significant intercompany accounts and transactions have been eliminated in consolidation.
 
    The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. In the opinion of management, all adjustments, consisting of normal recurring items, necessary for a fair presentation of the condensed consolidated financial statements have been included. Operating results for the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for any other interim period or for the fiscal year ending December 31, 2010. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto for the year ended December 31, 2009.
 
    Concentration of Credit Risk, Significant Customers, and Significant Suppliers Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. Substantially all of the Company’s cash and cash equivalents are maintained with one domestic financial institution with a high credit standing. At times, such deposits may be in excess of the federally insured limits. As of June 30, 2010, the Company has placed all of its cash with one financial institution. The Company sells its products to a limited number of companies in similar industries in North America, Asia and Europe, and generally does not require its customers to provide collateral.
 
    Certain customer’s accounts receivable balances at each period end accounted for more than 10% of the total as follows:
                 
            December
    June 30,   31,
    2010   2009
 
 
               
Customer A
    41 %     25 %
Customer B
    26 %     22 %
Customer C
    17 %     19 %

5


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
*   — Less than 10%
    Sales to certain customers accounted for 10% or more of net revenues as follows:
                 
Six Months Ended June 30,   2010   2009
 
 
               
Customer A
    28 %     19 %
Customer B
    16 %     *  
Customer C
    15 %     16 %
Customer D
    *       16 %
 
*   — Less than 10%
    The Company has single sources for its silicon wafers, its packaging and assembly requirements, and its testing requirements.
 
    Certain vendors account for more than 10% of the total accounts payable at the period ends as follows:
                 
    June 30,   December 31,
    2010   2009
 
 
               
Vendor A
    40 %     48 %
Vendor B
    11 %     13 %
Vendor C
    10 %     10 %
    Use of Estimates - Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues, costs and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.
 
2.   Balance Sheet Details
 
    Inventory — All inventory balances as of June 30, 2010 and 2009 represent finished goods.
 
    Property and Equipment — Property and equipment, net consist of the following (in thousands):
                 
    June    
    30,   December
    2010   31, 2009
 
 
               
Equipment, furniture and fixtures
  $ 3,055     $ 2,561  
Leasehold improvements
    225       187  
 
 
               
Less accumulated depreciation and amortization
    (1,953 )     (1,666 )
 
 
               
 
  $ 1,327     $ 1,082  
 

6


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
    Accrued Liabilities — Accrued liabilities consist of the following:
                 
    June 30,   December 31,
    2010   2009
 
 
               
Accrued software licenses
  $ 981     $ 1,056  
Accrued rebates
    3,329       1,549  
Accrued vacation
    1,325       1,264  
Accrued NRE services
          375  
Other accruals
    554       371  
 
 
               
 
  $ 6,189     $ 4,615  
 
3.   Notes Payable
 
    Founders’ Notes Payable
 
    Founders of the Company loaned funds to the Company which bear interest at a rate of 7% compounded continuously and have no set maturity date or required payments dates; as such the entire balance is classified as current. The outstanding balance of founders’ notes including principal and interest as of June 30, 2010 and December 31, 2009 was $26,609,000, and $25,701,000, respectively.
 
    The founders also paid certain operating expenses on the behalf of the Company. These amounts are payable upon demand and the Company accrued interest at the same rate that was stipulated for the founders’ notes payable mentioned above. The outstanding balance of accounts payable to founders including principal and interest as of June 30, 2010 and December 31, 2009 was $85,000 and $92,000, respectively.
 
    Note Payable to Emulex Corporation
 
    Emulex Corporation loaned $15,000,000 to the Corporation in March of 2009 and an additional $10,000,000 in December of 2009, bearing interest of 5% per annum. The outstanding principal and accrued interest under the note will be immediately due and payable upon the earlier to occur of December 31, 2010, consummation of financing of net proceeds more than $10,000,000, or a change in control. The outstanding balance of the note payable including principal and accrued interest was $26,274,000 and $25,632,000 at June 30, 2010 and December 31, 2009, respectively. This note is secured by all the assets of the Company.
 
4.   Common Stock and Stock Options
 
    The Corporation is authorized to issue forty million shares of Common Stock with a par value of $.001 per share.
 
    Restricted Stock - The Company adopted the 2004 Equity Based Incentive Compensation Plan (“RS Plan”) for the purpose of attracting and retaining the services of selected key employees and other service providers. Under this plan, management granted restricted shares to employees and service providers. The restricted shares generally vest over four to five years period, with a 20% to 25% cliff vesting after one year and then ratably on a quarterly basis for the remaining years.

7


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
    Certain restricted share grants also included various other accelerations at specific cliff dates. The Company shall have the right, but not the obligation, to purchase all or part of any vested portion of the granted shares upon the employee’s termination at the fair market value on that date. Such purchase rights shall terminate when the Company’s securities become publicly traded.
 
    During the eighteen months ended June 30, 2010, no shares of Restricted Common Stock units were granted by the Company. Through December 31, 2008, the Company had granted 9,149,150 shares of restricted stock. Restricted shares were valued at their respective grant dates and recorded as compensation expense over the respective vesting terms. Expense is recorded based on the greater of straight-line or cumulative shares vested.
 
    Prior to December 31, 2008, the Company agreed to issue 750,000 shares of common stock to a third party as compensation for certain non-recurring engineering services. As those services were fully rendered prior to December 31, 2008, the Company accrued the then estimated fair value of the common stock of $375,000 as research and development expenses. During the six months ended June 30, 2010, the Company issued the 750,000 shares to the third party.
 
    Total stock-based compensation resulting from the vesting of restricted stock was allocated to the following expense categories:
                 
Six-months ending June 30,   2010     2009  
 
 
               
Research and development
  $ 40     $ 115  
Sales and marketing
    1       8  
General and administrative
    1       1  
 
 
               
 
  $ 42     $ 124  
 
    Equity Option Plan In April 2008, the Company adopted the 2008 Stock Option Plan (the “Plan”), which provides grants of options to eligible persons including employees, non-employee directors, or consultant or independent contractor to Company or Affiliate. The maximum number of shares that may be issued under the plan is 4,000,000 shares. During the years ended December 31, 2009 and 2008, 2,000,000 and 2,000,000 shares were authorized under the Plan, respectively. The exercise price of an option granted under the Plan shall not be less than 100% of the fair market value on the date of the grant as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four or five year period, with 25% or 20% cliff vesting after one year and then ratably on a monthly basis for the remaining three or four years.
 
    If the Optionee’s Service is terminated by the Company for a period of 90 days from first notification to the Optionee of such termination (the “Trigger Date”), the Company shall have the right, but not the obligation, to purchase from the Optionee all or part of any Shares acquired upon the exercise of the Option and held by the Optionee or the Optionee’s successor on the Trigger Date for the fair market value of such Shares as of the Trigger Date.

8


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
    Employee Stock Options Between January 2008 and December 31, 2009, 2,788,000 options were granted to employees, expiring ten years from the date of grant, with exercise prices ranging from $0.15 to $1.57 per share for Common Stock under the Plan. Substantially all options vest over four to five years from grant date.
 
    Stock option activity for the six months ended June 30, 2010 is as follows:
                                 
                    Weighted    
    Options           Average   Weighted
    Available for   Options   Exercise   Average Grant
    Grant   Outstanding   Price ($)   Date Fair Value
 
 
                               
Balance, December 31, 2009
    1,441,840       2,495,100     $ 1.04     $ 0.65  
Options forfeited or cancelled
    46,182       (46,182 )     1.09       0.56  
Options exercised
          (11,900 )     0.64       0.38  
 
 
                               
Balance, June 30, 2010
    1,488,022       2,437,018     $ 1.06     $ 0.65  
 
    As of June 30, 2010, there was $959,000 of total unrecognized compensation cost related to nonvested stock options which is expected to be recognized over 2.85 years.
 
    Total stock-based compensation was allocated to the following expense categories:
                 
Six-months ending June 30,   2010     2009  
 
 
               
Research and development
  $ 167     $ 72  
Sales and marketing
    9       2  
General and administrative
    3       2  
 
 
               
 
  $ 179     $ 76  
 
5.   Comprehensive Loss
    Comprehensive loss for the six months ended June 30, 2010 and 2009 consists of the following components (in thousands):
                 
Six-months ending June 30,   2010     2009  
 
 
               
Net loss
  $ (7,098 )   $ (9,397 )
Foreign currency translation adjustment
    (4 )     12  
 
 
               
Comprehensive loss
  $ (7,102 )   $ (9,385 )
 
6.   Subsequent Event
 
    On August 25, 2010, the Company was acquired by Emulex Corporation. The terms of the agreement included the payment of approximately $54.8 million in cash and the issuance of eight million shares of Emulex stock valued at $67.4 million. The agreement further provides for the issuance of an additional four million shares of Emulex stock, which will be issuable if

9


 

ServerEngines Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
    ServerEngines’ business achieves two post-closing milestones, the last of which is targeted for completion by the end of 2011. The first milestone was achieved on September 30, 2010 and two million shares of Emulex stock were issued, of which 200,000 shares are held in escrow.
    Subsequent events have been evaluated through November 10, 2010, which is the date the financial statements were issued.

10