EX-99.2 4 dex992.htm UNAUDITED FINANCIAL STATEMENTS OF ODT Unaudited Financial Statements of ODT
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Exhibit 99.2

Captaris Document Technologies GmbH (formerly Océ Document Technologies GmbH)

Interim Condensed Financial Statements

For the Nine Months Ended August 31, 2007

(Unaudited)


Table of Contents

Captaris Document Technologies GmbH

Interim Condensed Financial Statements

For the Nine Months Ended August 31, 2007

(Unaudited)

Contents

 

     Page

Balance Sheet

   3

Statement of Operations

   4

Statement of Cash Flows

   5

Statement of Shareholders’ Equity

   6

Notes to Financial Statements

   7

 

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Captaris Document Technologies GmbH

Condensed Balance Sheet

(in thousands)

(Unaudited)

 

     August 31,
2007
 
ASSETS   

Current assets:

  

Receivable from parent company

   21,075  

Accounts receivable, net

     3,613  

Inventories

     185  

Prepaid expenses and other assets

     370  
        

Total current assets

     25,243  

Property and equipment, net

     495  

Deferred tax assets, net

     1,073  
        

Total assets

   26,811  
        
LIABILITIES AND SHAREHOLDERS’ EQUITY   

Current liabilities:

  

Accounts payable

   895  

Accrued compensation and benefits

     1,316  

Other accrued liabilities

     648  

Deferred revenue

     1,218  

Deferred tax liabilities

     36  
        

Total current liabilities

     4,113  

Postretirement obligations

     11,697  

Long-term employee benefit obligations

     973  
        

Total non-current liabilities

     12,670  
        

Total liabilities

     16,783  

Commitments and contingencies

  

Shareholders’ equity:

  

Share capital outstanding

     10,226  

Retained earnings

     (3,190 )

Accumulated other comprehensive income

     2,992  
        

Total shareholders’ equity

     10,028  
        

Total liabilities and shareholders’ equity

   26,811  
        

See the accompanying notes to these financial statements

 

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Captaris Document Technologies GmbH

Condensed Statement of Operations

(in thousands)

(Unaudited)

 

     Nine Months
Ended
August 31,
2007
 

Net revenue

   15,862  

Cost of revenue

     5,362  
        

Gross profit

     10,500  

Operating expenses:

  

Research and development

     3,745  

Selling and marketing

     5,509  

General and administrative

     1,297  
        

Total operating expenses

     10,551  
        

Operating loss

     (51 )
        

Other income (expense):

  

Interest income

     396  

Interest expense

     (420 )

Other income, net

     2,274  
        

Other income

     2,250  
        

Income before income tax expense

     2,199  

Income tax expense

     2,688  
        

Net loss

   (489 )
        

See the accompanying notes to these financial statements

 

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Captaris Document Technologies GmbH

Condensed Statement of Cash Flows

(in thousands)

(Unaudited)

 

     Nine Months
Ended
August 31,
2007
 

Cash flows from operating activities:

  

Net loss

   (489 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

  

Depreciation

     227  

Pension gain

     (476 )

Deferred taxes

     2,494  

Gain on disposal of assets

     (1,638 )

Provision for doubtful accounts

     22  

Changes in assets and liabilities:

  

Accounts receivable, net

     994  

Inventories

     (33 )

Prepaid expenses and other assets

     80  

Accounts payable

     (796 )

Accrued compensation and benefits

     152  

Other accrued liabilities

     (173 )

Deferred revenue

     404  

Postretirement obligations

     (78 )
        

Net cash provided by operating activities

     697  
        

Cash flows from investing activities:

  

Purchase of property and equipment

     (186 )

Proceeds from disposals of fixed assets

     4,401  
        

Net cash provided by investing activities

     4,215  
        

Cash flows from financing activities:

  

Funding from (net advances to) parent company pursuant to Cash Pooling Arrangement and profit sharing agreement

     (4,912 )
        

Net cash used in financing activities

     (4,912 )
        

Net increase (decrease) in cash

     —    

Cash and cash equivalents at beginning of period

     —    
        

Cash and cash equivalents at end of period

   —    
        

See the accompanying notes to these financial statements

 

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Captaris Document Technologies GmbH

Condensed Statement of Shareholders’ Equity

(in thousands, except share data)

(Unaudited)

 

     Shares    Share Capital    Retained
Earnings
    Accumulated
Other
Comprehensive
Income
   Total
Shareholders’
Equity
    Total
Comprehensive
Income
 

Balance at December 1, 2006

   1    10,226    (2,827 )   —      7,399    

Unrealized gain on pension plan

             2,992      2,992  

Contribution from parent

           126          126    

Net loss

           (489 )        (489 )     (489 )
                                           

Balance at August 31, 2007

   1    10,226    (3,190 )   2,992    10,028     2,503  
                                           

See the accompanying notes to these financial statements

 

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Captaris Document Technologies GmbH

Notes to Condensed Financial Statements

(Unaudited)

1. Description of the Business and Summary of Significant Accounting Policies

The Business

Captaris Document Technologies GmbH (the “Company), formerly Océ Document Technologies GmbH, is a corporation founded in Constance, Germany in 1972 (originally as “Computer Gesellschaft Constance GmbH”) and currently registered at the commercial register Freiburg/Breisgau, Germany (HRB 380385). Our principal executive offices are located in Constance, Germany. The Company has been a wholly-owned subsidiary of Océ Deutschland Holding GmbH & Co. KG, a German limited liability partnership and a member of the Océ Group (collectively “Océ”) from 2000 through January 3, 2008. See Note 5.

We operate under one business unit segment to deliver our products and solutions. We develop software products and services for document capture, intelligent document recognition and classification. Our software reads documents and recognizes characters for forms reading applications, classifies documents and automatically identifies fields to extract information from documents. Our products include the brand names RecoStar, DOKuStar and Single Click Entry. Our products are distributed and supported through original equipment manufacturers (“OEMs”), value-added resellers, independent software vendors and our own direct sales force.

Basis of Presentation and Preparation

The accompanying unaudited interim condensed financial statements as of August 31, 2007 have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted for interim financial information. These unaudited interim condensed financial statements should be read in conjunction with our audited financial statements for the year ended November 30, 2006 and notes thereto included in this Form 8-K, Exhibit 99.1. In the opinion of management, these unaudited interim condensed financial statements reflect all adjustments, consisting of normal and recurring adjustments and accruals, necessary for a fair presentation of our financial condition, results of operations and cash flows for the period indicated.

Accounting Principles

The unaudited interim financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of our unaudited interim financial statements in conformity with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience, current conditions and various other assumptions we believe to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, as well as identifying and assessing appropriate accrual and disclosure treatment with respect to commitments and contingencies. Actual results may differ significantly from these estimates. To the extent that there are material differences between these estimates and actual results, our presentation of our financial condition or results of operations may be affected.

Transactions with Parent Company

Our unaudited interim financial statements include revenue and expenses for transactions between other Océ Group companies and the Company. These transactions included OEM revenue received from Océ North America and expenses for corporate overhead and other services provided by the parent company. We believe that the bases for this revenue and expense are reasonable, and expenses included in these financial statements reflect all material costs of doing business.

 

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The Company has also been –together with other companies of the Océ Group – a party to an automated cash pooling arrangement with Commerzbank Aktiengesellschaft (the “Cash Pooling Arrangement”) since 2002. As such, all of its cash is transferred to Océ on a daily basis. Since amounts held by Océ are invested and not necessarily held as Cash and Cash Equivalents and we are unable to determine the liquidity of these invested amounts, we have classified these amounts as “Receivable from Parent Company” on the balance sheet at November 30. Amounts held in the Cash Pooling Arrangement are due on demand and earn interest income. Interest income for the nine months ended August 31, 2007 was €395,000 and represented a weighted average interest rate of approximately 2%.

In addition, the Company has entered into a Control and Profit Loss Pooling Agreement with the parent company. Under German tax law, a controlling and profit and loss pooling agreement is typically entered into between a parent company and its subsidiary in order to create a fiscal unity (or tax-group) which permits the parent company to offset losses made by the subsidiary with its profits for tax purposes and vice versa. In turn, such an agreement obligates the parent company as the receiving company to cover all losses of the transferring company shown in the transferring company’s financial statements as of the end of the fiscal year and to pay all income tax for the subsidiary. Balances due to or receivable from the Parent Company pursuant to the Control and Profit Loss Pooling Agreement are charged to retained earnings.

Concentration of Credit Risk

We extend credit to customers and are therefore subject to credit risk. We perform initial and ongoing credit evaluations of our customers’ financial condition and do not require collateral on accounts receivable. Estimates are used in determining the allowance for doubtful accounts and are based on our historical bad debt experience, the aging of customer accounts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment patterns. Historically, reserves for credit losses have been within our expectations and have not been material.

A significant portion of our revenue is derived from sales in Germany. For the nine months ended August 31, 2007, sales in Germany accounted for 59.5% of net revenue.

Inventories

Inventories consist of hardware products, primarily ID card readers and spare parts and are stated at lower of cost or market. Due to rapid changes in technology, it is possible that older products in inventory may become obsolete or that we may sell these products below cost. When we determine the carrying value of our inventory is not recoverable, we write-down our inventory to market value. If actual market conditions are less favorable than we project, inventory write-downs may be required, which may have a material adverse effect on our financial results.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives. Useful lives for property and equipment are based on our estimates of the period that the property and equipment will be used which typically range from 3 to 5 years. We periodically evaluate the recoverability of property and equipment and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. We classify property and equipment as assets held for sale at such point in time that we have a plan in place to sale the property or equipment and decide to actively market the property or equipment for sale. At the time we make this determination, we stop depreciating the asset and reclassify the asset to current assets. At the same time, if the fair value of the asset less cost to sale is less than the carrying value of the asset, we recognize a loss to adjust the carrying value of the asset.

Postretirement plans

We sponsor a defined benefit pension plan covering substantially all employees. Benefits under the pension plan are generally based on age at retirement and years of service and the employee’s annual earnings. The net periodic cost of our pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, and estimated service costs. If gains and losses, which occur when actual experience differs from actuarial assumptions, exceed ten percent of the greater of plan liabilities we amortize them over the average future service period of employees.

 

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Effective December 1, 2006, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R) (SFAS No. 158) which requires that our balance sheet reflect the funded status of our postretirement plan.

Long-term Employee Benefit Obligations

We sponsor an unfunded defined benefit plan for our long-tenured employees (“Anniversary” plan). Benefits under the Anniversary plan are generally based on employees’ compensation and the number of years of service. The net periodic cost of our Anniversary plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, and estimated salary increases.

We also sponsor an early retirement program, Altersteilzeit. This program is designed to create an incentive for employees, within a certain age group, to transition from (full or part-time) employment into retirement before their legal retirement age. This plan allows employees after reaching a certain age to elect to work full-time for a period of time and be paid 50% of their full time salary. Then after working within this arrangement for a designated period of time, the employee is eligible to take early retirement and receive payments until they are eligible to receive payments under the postretirement benefit plan discussed above. Benefits under the early retirement plan are generally based on the employees’ compensation and the number of years of service. The net periodic cost of the early retirement plan is calculated in accordance with the Financial Accounting Standards Board’s Emerging Issues Task Force (“EITF”) Issue No. 05-5, Accounting for Early Retirement or Postemployment Programs with Specific Features.

Postemployment plans

We record a liability for postemployment benefits, such as severance or job training, when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.

Leases

We lease a portion of our office space and certain equipment under non-cancelable leases. In addition, we sublease a portion of our office space to third parties. We have analyzed all of our leases, including subleases in accordance with SFAS No. 13, Accounting for Leases, and have concluded that each of our leases, including each of our subleases, is an operating lease. As a result, we have not recorded these leases as financing leases on our balance sheet. Significant judgment is required in evaluating our leases and in determining the classification of the lease as operating leases or financing leases. In certain cases, our subleases originated as far back as 1983 and have been amended several times. In many instances our information is incomplete and it is difficult for us to determine if the present value of the minimum lease payments exceed 90% of the fair value of the leased property at inception of the leased. Our estimates, assumptions and judgments regarding the classification of the subleases are based on legal factors, market conditions and specific terms of each individual lease. In a few instances, a small change in one of our assumptions or estimates would change our conclusion regarding the lease classification. See Note 4.

Revenue Recognition

Our revenue recognition policies follow the guidelines of the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 97-2, Software Revenue Recognition, as amended. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collection is reasonably assured.

We sell products through original equipment manufacturers (“OEM”s), value-added resellers, independent software vendors and our own direct sales force. Generally our resellers do not stock product, and except for OEM sales described below, we recognize software and hardware revenue upon shipment provided that collection is determined to be probable and no significant obligations remain. Revenue from perpetual software licenses is recognized when the software has been shipped, provided that collection for such revenue is deemed probable. Whenever a software license, hardware, installation and maintenance and support contracts are sold together, we allocate the total arrangement fee among each element based on its respective fair value, which is the price charged when that element is sold separately. We recognize revenue on our maintenance and support contracts on a straight-line basis over the term of the contract.

 

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We have entered into agreements with certain OEMs from whom we receive royalty payments periodically. Under the terms of the OEM license agreements, each OEM will qualify our software on their hardware and software configurations. Once the software has been qualified, the OEM will begin to ship products and report net sales to us. Most OEMs pay a license fee based on the number of copies of licensed software included in the products sold to their customers. These OEMs pay fees on a per-unit basis and we record associated revenue when we receive notification of the OEMs’ sales of the licensed software to an end-user. The terms of the license agreements generally require the OEMs to notify us of sales of our products within 30 to 45 days after the end of the month or quarter in which the sales occur. As a result, we recognize the revenue in the month or quarter following the sales of the product to these OEMs’ customers.

Customers are not granted return rights at the time of sale and we have not had a history of accepting returns or warranty obligations. When customer acceptance provisions are present, we recognize revenue upon customer acceptance or expiration of the acceptance period.

Professional services are customarily billed at fixed rates, plus out-of-pocket expenses and revenue is recognized when the service has been completed, in accordance with the completed contract method. However, if it is determined that a consulting engagement will be unprofitable, we recognize the loss at the time of such determination.

Research and Development Costs

Research and development costs are expensed as incurred. We have not capitalized any software development costs, as technological feasibility is not generally established until substantially all development is complete.

Advertising Costs

Advertising costs are charged to selling and marketing expense as incurred. Advertising expenses were €290,000 for the nine months ended August 31, 2007.

Income Taxes

We compute the provision for income taxes using the asset and liability method, under which deferred income taxes are recorded for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These deferred taxes are measured using tax rates expected to be in effect when the temporary differences reverse. We will establish a valuation allowance to reduce deferred tax assets unless it is more likely than not that we will generate sufficient taxable income to allow for the realization of our deferred net tax assets. As set out in Note 1 “Transactions with Parent Company” we are not subject to current taxation in accordance with German tax law due to the Profit and Loss Pooling Agreement with the Parent Company.

Cash Paid for Interest Expense

During the nine months ended August 31, 2007, we did not incur cash interest expense.

2. Related Party Transactions

The following table summarizes transactions within and to other Océ Group companies during the nine months ended August 31, 2007 and related amounts outstanding as at August 31, 2007 (in thousands):

 

     Receivable, net    Revenue    Expenses    Interest Income

Parent Company

   18,829    —      27    394

Océ North America

     558      1,804      642      —  

Other Océ Group Entities

     314      758      364      —  
                           

Total

   19,701    2,562    1,033    394
                           

The balance due from the Parent Company consists of funds held by the Parent Company pursuant to our Cash Pooling Arrangement net of balances due the Parent Company in accordance with our Control and Profit Loss Pooling Agreement. Interest income is from the Parent Company pursuant to our Cash Pooling Arrangement. Balances due pursuant to the Control and Profit Loss Pooling Agreement are not interest bearing and are paid to the Parent Company after completion of the Company’s annual German GAAP financial statements. The balance due from Océ North America and Other Océ Group Entities has 30 day payment terms and is not interest bearing.

 

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Revenue from related parties represents revenue from other group entities who are OEMs or value-added resellers of our products.

Expenses from related parties is based upon actual costs incurred and comprises payroll and related expenses for sales and consulting staff in the U.S., Belgium and Switzerland, legal and tax consulting fees, information technology service fees and payroll service fees. Fees charged to the Company are based upon time spent providing the services rendered to the Company by the Parent Company.

3. Sale of Property

On December 21, 2006 the Company entered into a sale-leaseback agreement pursuant to which we agreed to sell our entire interest in our business park, including land, buildings and agreements we held as lessors. At the same time, we entered into an operating lease to leaseback a portion of the business park for our office space. This sale-leaseback transaction was completed in March 2007, at which time we recognized a net gain of €2.0 million in other income.

4. Commitments and Contingencies

In the normal course of our business we are periodically involved in litigation or claims, including patent infringement claims. We follow the provisions of SFAS No. 5, Accounting for Contingencies, to record litigation or claim-related expenses. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. We accrue for settlements when the outcome is probable and the amount or range of the settlement can be reasonably estimated. In addition to our judgments and use of estimates, there are inherent uncertainties surrounding litigation and claims that could result in actual settlement amounts that differ materially from estimates. We expense our legal costs associated with these matters when incurred.

Leases

On December 21, 2006 the Company entered into a sale-leaseback agreement pursuant to which we agreed to sell our entire interest in our business park, including land, buildings and certain agreements we held as lessors. See Note 3. At the same time, we entered into a five year lease to lease back a portion of the business park for our office space. This sale-leaseback transaction was completed in March 2007 and this new lease will expire in March 2012.

As a result of this new lease, our future minimum lease payments under non-cancelable operating having initial or remaining lease terms in excess of one year at August 31, 2007 are as follows (in thousands):

 

     Future Lease
Payments

2007

   109

2008

     436

2009

     436

2010

     436

2011 and thereafter

     581
      
   1,998
      

5. Subsequent Events

On January 4, 2008, Captaris Verwaltungs GmbH, a German limited liability company (“CV GmbH”) and wholly-owned subsidiary of Captaris, Inc., acquired Océ Document Technologies GmbH (“ODT”), pursuant to a Sale and Purchase Agreement (the “SPA”) by and between CV GmbH and Océ Deutschland Holding GmbH & Co. KG, a German limited partnership (the “Seller”), dated December 20, 2007. Under the terms of the SPA, CV GmbH acquired all of the outstanding equity of ODT from the Seller, and ODT became a wholly-owned subsidiary of CV GmbH and an indirect wholly-owned subsidiary of Captaris, Inc.

 

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Under the terms of the agreement, CV GmbH acquired ODT for approximately €10.4 million, net of ODT’s cash balance as of the closing of approximately €21.2 million. CV GmbH also assumed ODT’s operating and financial liabilities, including approximately €12.1 million in future retirement and jubilee obligations. At the closing, 2.0 million Euros ($3.0 million U.S. dollars) of the purchase price was deposited in a third-party escrow account for 12 months as security for any post-closing purchase price adjustment and, subject to certain limitations, for indemnification claims against the Seller. Captaris, Inc., as guarantor, is liable to the Seller for any and all obligations and liabilities of CV GmbH under the SPA. Subsequent the acquisition, ODT was renamed to Captaris Document Technologies GmbH (“CDT”).

 

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