Exhibit 99.3

 

Unaudited Pro Forma Financial Information for Envestnet and WMS

 

On July 1, 2013, pursuant to an asset purchase agreement (the “Agreement”), dated April 11 , 2013, with Prudential Investments LLC (“PI”), a subsidiary of Prudential Financial, Inc. (“Prudential”), Envestnet, Inc. (“Envestnet”) acquired (the “Acquisition”) substantially all the assets of PI’s Wealth Management Solutions (“WMS”) division.

 

On May 1, 2012, pursuant to a merger agreement dated February 16, 2012, with Tamarac, Inc., a Washington corporation (“Tamarac”), Envestnet completed the merger of its wholly owned subsidiary with and into Tamarac (the “Merger”).  As a result of the Merger, Tamarac became a wholly owned subsidiary of Envestnet.

 

The following unaudited pro forma condensed combined balance sheet as of March 31, 2013 is derived from the unaudited condensed consolidated balance sheet of Envestnet, which includes the assets and liabilities of Tamarac, included in Envestnet’s Form 10-Q for the quarterly period ended March 31, 2013, and the unaudited statements of assets acquired and liabilities assumed of WMS as of March 31, 2013, included in Exhibit 99.2 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is derived from the unaudited pro forma condensed combined statement of operations of Envestnet and Tamarac for the year ended December 31, 2012, included elsewhere in this Exhibit 99.3 to this Current Report on Form 8-K/A, and the audited statement of revenue and direct expenses of WMS for the year ended December 31, 2012, included in Exhibit 99.1 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined statement of operations for the three month period ended March 31, 2013 is derived from the unaudited condensed consolidated statement of operations of Envestnet for the three month period ended March 31, 2013, included in Envestnet’s Form 10-Q for the quarterly period ended March 31, 2013, which includes the combined results of Envestnet and Tamarac, and the unaudited statement of revenue and direct expenses of WMS for the three month period ended March 31, 2013, included in Exhibit 99.2 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined financial information has been prepared pursuant to the requirements of Article 11 of Regulation S-X, to give effect to the completed Acquisition which has been accounted for as a purchase business combination in accordance with ASC 805, “Business Combinations”. The assumptions, estimates, and adjustments herein have been made solely for purposes of developing the unaudited pro forma condensed combined financial information and are based upon available information and certain assumptions that we believe are reasonable. The related purchase accounting should be considered preliminary.

 

The unaudited pro forma condensed combined balance sheet presented herein has been prepared as if the Acquisition, which was completed on July 1, 2013, had been completed as of March 31, 2013, the end of Envestnet’s first quarter of fiscal year 2013. The unaudited pro forma condensed combined statement of operations for the twelve month period ended December 31, 2012 has been prepared as if the Acquisition and the Merger were completed on January 1, 2012, the first day of Envestnet’s fiscal year 2012. The unaudited pro forma condensed combined statement of operations for the three month period ended March 31, 2013 has been prepared as if the Acquisition was completed on January 1, 2012, the first day of Envestnet’s fiscal year 2012.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with (i) the audited consolidated financial statements and related notes of Envestnet, and “Management’s Discussion and Analysis of Financial Condition and results of Operations” contained in Envestnet’s Annual Report on Form 10-K for the year ended December 31, 2012, (ii) the unaudited condensed consolidated financial statements and related notes of Envestnet, and “Management’s Discussions and Analysis of Financial Condition and results of Operations” contained in Envestnet’s Quarterly report on Form 10-Q for the three month period ended March 31, 2013, (iii) the unaudited condensed consolidated statement of operations and related notes of Tamarac for the three months ended March 31, 2012 and 2011, which are included in Exhibit 99.2 to Envestnet’s Current Report on Form 8-K/A filed on July 12, 2012, (iv) the pro forma condensed combined financial statements prepared in connection with Envestnet’s acquisition of Tamarac, included as Exhibit 99.3 to Envestnet’s Current Report on Form 8-K/A filed with the SEC on July 12, 2102, (v) the audited abbreviated financial statements and related notes of WMS as of and for the year ended December 31, 2012, which are included as Exhibit 99.1 to this Current Report on Form 8-K/A, (vi) the unaudited abbreviated financial statements and related notes of WMS as of March 31, 2013 and for the three month periods ended March 31, 2013 and 2012, which are included as Exhibit 99.2 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of Envestnet that would have been reported had the Acquisition and the Merger been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

 



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet of Envestnet and Wealth Management Solutions

As of March 31, 2013

(In thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Envestnet (1)

 

WMS (2)

 

Adjustments

 

 

Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,218

 

$

 

$

(9,041

)

a

$

23,177

 

Fees receivable, net of allowance for doubtful accounts

 

10,811

 

1,704

 

 

 

12,515

 

Deferred tax assets, net

 

1,800

 

 

 

 

1,800

 

Prepaid expenses and other current assets

 

2,830

 

65

 

 

 

2,895

 

Total current assets

 

47,659

 

1,769

 

(9,041

)

 

40,387

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

11,273

 

 

 

 

11,273

 

Internally developed software, net

 

4,678

 

4,096

 

(4,096

)

b

4,678

 

Intangible assets, net

 

25,566

 

 

20,000

 

c

45,566

 

Goodwill

 

65,644

 

 

5,959

 

d

71,603

 

Deferred tax assets, net

 

7,053

 

 

 

 

7,053

 

Other non-current assets

 

3,776

 

 

 

 

3,776

 

Total assets

 

$

165,649

 

$

5,865

 

$

12,822

 

 

$

184,336

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

22,953

 

$

1,777

 

$

651

 

e

$

25,381

 

Deferred revenue

 

6,229

 

 

 

 

6,229

 

Total current liabilities

 

29,182

 

1,777

 

651

 

 

31,610

 

 

 

 

 

 

 

 

 

 

 

 

Deferred rent liability

 

2,348

 

 

 

 

2,348

 

Lease incentive liability

 

3,753

 

 

 

 

3,753

 

Other non-current liabilities

 

1,673

 

 

15,959

 

f

17,632

 

Total liabilities

 

36,956

 

1,777

 

16,610

 

 

55,343

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

128,693

 

4,088

 

(3,788

)

g

128,993

 

Total liabilities and stockholders’ equity

 

$

165,649

 

$

5,865

 

$

12,822

 

 

$

184,336

 

 


(1) Amounts reflect the unaudited condensed consolidated balance sheet of Envestnet, including Tamarac, as reported in Envestnet’s quarterly report on Form 10-Q as of March 31, 2013, filed with the SEC on June 14, 2013.

 

(2) Certain reclassifications were made to conform to Envestnet’s financial statement presentation.

 

See notes to the unaudited pro forma condensed combined financial statements.

 



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and Wealth Management Solutions

Year Ended December 31, 2012

(In thousands, except share and per share information)

 

 

 

Historical

 

 

 

 

 

Condensed combined

 

 

 

 

 

 

 

 

 

 

pro forma total for

 

 

 

 

 

 

 

 

 

 

Envestnet and Tamarac

 

 

 

Pro Forma

 

 

 

(1)

 

WMS (2)

 

Adjustments

 

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

127,213

 

$

60,979

 

$

 

 

$

188,192

 

Licensing and professional services

 

34,306

 

 

 

 

34,306

 

Total revenues

 

161,519

 

60,979

 

 

 

222,498

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

56,515

 

35,355

 

 

 

91,870

 

Compensation and benefits

 

58,732

 

18,128

 

(718

)

h

76,142

 

General and administration

 

31,629

 

20,870

 

1,595

 

i

54,094

 

Depreciation and amortization

 

13,063

 

1,937

 

2,992

 

c

17,992

 

Restructuring charges and asset impairment charges

 

115

 

8,620

 

 

 

8,735

 

Total operating expenses

 

160,054

 

84,910

 

3,869

 

 

248,833

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

1,465

 

(23,931

)

(3,869

)

 

(26,335

)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

27

 

 

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision

 

1,492

 

(23,931

)

(3,869

)

 

(26,308

)

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

2,411

 

 

(1,548

)

j

863

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(919

)

$

(23,931

)

$

(2,321

)

 

$

(27,171

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.03

)

 

 

 

 

 

$

(0.84

)

Diluted

 

$

(0.03

)

 

 

 

 

 

$

(0.84

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

32,162,672

 

 

 

 

 

 

32,162,672

 

Diluted

 

32,162,672

 

 

 

 

 

 

32,162,672

 

 


(1) Based on calculations set forth in the unaudited pro forma condensed combined statement of operations for Envestnet, including Tamarac, included elsewhere in this Exhibit 99.3.

 

(2) Certain reclassifications were made to conform to Envestnet’s financial statement presentation.

 

See notes to the unaudited pro forma condensed combined financial statements.

 



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and Wealth Management Solutions

Three Month Period Ended March 31, 2013

(In thousands, except share and per share information)

 

 

 

Historical

 

Pro Forma

 

 

 

Envestnet (1)

 

WMS (2)

 

Adjustments

 

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

36,336

 

$

15,833

 

$

 

 

$

52,169

 

Licensing and professional services

 

10,289

 

 

 

 

10,289

 

Total revenues

 

46,625

 

15,833

 

 

 

62,458

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

16,808

 

9,005

 

 

 

25,813

 

Compensation and benefits

 

17,218

 

5,455

 

(173

)

h

22,500

 

General and administration

 

8,893

 

5,499

 

289

 

i

14,681

 

Depreciation and amortization

 

3,118

 

585

 

411

 

c

4,114

 

Total operating expenses

 

46,037

 

20,544

 

527

 

 

67,108

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

588

 

(4,711

)

(527

)

 

(4,650

)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

5

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision

 

593

 

(4,711

)

(527

)

 

(4,645

)

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

52

 

 

(211

)

j

(159

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

541

 

$

(4,711

)

$

(316

)

 

$

(4,486

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

 

 

 

 

$

(0.14

)

Diluted

 

$

0.02

 

 

 

 

 

 

$

(0.14

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

32,374,976

 

 

 

 

 

 

32,374,976

 

Diluted

 

34,269,939

 

 

 

(1,894,963

)

k

32,374,976

 

 


(1) Amounts reflect the unaudited condensed consolidated statement of operations of Envestnet, including Tamarac, as reported in Envestnet’s quarterly report on Form 10-Q for the three months ended March 31, 2013, filed with the SEC on June 14, 2013.

 

(2) Certain reclassifications were made to conform to Envestnet’s financial statement presentation.

 

See notes to the unaudited pro forma condensed combined financial statements.

 



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(In thousands, except shares)

 

Note 1: Basis of pro forma presentation

 

On July 1, 2013, pursuant to an asset purchase agreement dated April 11, 2013, with Prudential Investments LLC (“PI”), a subsidiary of Prudential Financial, Inc (“Prudential”), Envestnet Inc. (“Envestnet”) acquired (the “Acquisition”) substantially all the assets of PI’s Wealth Management Solutions (“WMS”) division.  The estimated consideration transferred and estimated purchase price allocation, below, are presented for pro forma information purposes only and are likely to vary from the unaudited pro forma amounts presented, as Envestnet finalizes its normal purchase accounting adjustments for the transaction.

 

The estimated consideration transferred in the Acquisition is as follows:

 

Cash consideration

 

$

9,487

 

Contingent cash consideration

 

15,959

 

Receivable from working capital settlement

 

(446

)

Total estimated fair value of consideration transferred

 

$

25,000

 

 

On May 1, 2012, pursuant to a merger agreement dated February 16, 2012, with Tamarac, Inc., a Washington corporation (“Tamarac”), Envestnet completed the merger of its wholly owned subsidiary with and into Tamarac (the “Merger”).  As a result of the Merger, Tamarac became a wholly owned subsidiary of Envestnet.

 

The unaudited pro forma condensed combined financial statements have been prepared by Envestnet pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2013 is derived from the unaudited condensed consolidated financial statements of Envestnet, which includes the assets and liabilities of Tamarac, included in Envestnet’s Form 10-Q for the quarterly period ended March 31, 2013, and the unaudited statement of assets acquired and liabilities assumed of WMS as of March 31, 2013, included in Exhibit 99.2 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is derived from the unaudited pro forma condensed combined statement of operations of Envestnet, including Tamarac, for the year ended December 31, 2012, presented elsewhere in this document, and the audited statement of revenues and direct expenses of WMS for the year ended December 31, 2012, included in Exhibit 99.1 to this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined statement of operations for the three month period ended March 31, 2013 is derived from the unaudited condensed consolidated statement of operations of Envestnet for the three month period ended March 31, 2013, included in Envestnet’s Form 10-Q for the quarterly period ended March 31, 2013, which includes the consolidated results of Envestnet, including Tamarac, and the unaudited statement of revenues and direct expenses of WMS for the three month period ended March 31, 2013, included in Exhibit 99.2 to this Current Report on Form 8-K/A.

 

Prior to the Acquisition, WMS was not a separate legal entity nor a subsidiary of PI and was not operated nor accounted for as a stand-alone business, but was an integral part of PI. PI did not maintain distinct and separate accounts for WMS necessary to prepare complete financial statements and the unaudited abbreviated financial statements omitted certain overhead, interest and tax allocations from PI and Prudential. Therefore, the unaudited abbreviated financial statements are not intended to be a complete presentation of WMS’s assets or liabilities, nor of its revenues and expenses and the historical operating results of WMS may not be indicative of the results that might have been achieved had WMS been a stand-alone entity.  Furthermore, the financial statements presented are not indicative of the financial condition or results of operations of the acquired business going forward due to the changes made in the business and the reduction of various operating expenses including compensation and benefits due to reduced headcount, information technology related expenditures and other general and administrative costs.

 

Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, Envestnet believes that the disclosures provided herein, taken together with those included in Envestnet’s Annual Report on Form 10-K for the year ended December 31, 2012, Envestnet’s Form 10-Q for the quarterly period ended March 31, 2013, the audited abbreviated financial statements of WMS as of and for the years ended December 31, 2012, 2011 and 2010 and the unaudited abbreviated financial statements of WMS as of and for the three month periods ended March 31, 2013 and 2012 are adequate to make the information presented not misleading.

 



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(In thousands, except shares)

 

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to be indicative of Envestnet’s financial position or results of operations which would actually have been obtained had such transaction been completed as of the date or for the periods presented, or for the financial position or results of operations that may be obtained in the future.

 

Note 2: Purchase price allocation

 

Under the purchase method of accounting, the total consideration transferred will be allocated to WMS’s assets acquired and liabilities assumed based on the estimated fair value of WMS’s tangible and intangible assets and liabilities as of the beginning of business on July 1, 2013, the Acquisition date. The excess of the total consideration over the net tangible and intangible assets will be recorded as goodwill. Envestnet has made a preliminary allocation of the estimated total consideration as follows:

 

Estimated Preliminary Consideration Allocation

 

Total tangible assets acquired

 

$

1,297

 

Total liabilities assumed

 

(2,256

)

 

 

 

 

Identifiable intangible assets:

 

 

 

Customer relationships

 

16,000

 

Proprietary technology

 

4,000

 

Goodwill

 

5,959

 

Total estimated preliminary consideration allocation

 

$

25,000

 

 

Envestnet is in the process of finalizing valuations for the intangible assets and a receivable from a working capital adjustment associated with the Acquisition.

 

Total amortizable identifiable intangible assets total $20,000 and consist of customer relationships and proprietary technology with useful lives that range from 1.5 years to 15 years.

 

Goodwill of $5,959 represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and identifiable intangible assets and represents the expected synergistic benefits of the transaction and the knowledge and experience of the workforce in place. Goodwill is subject to change based on finalization of the purchase accounting by Envestnet. In accordance with applicable accounting standards, goodwill will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

 

The goodwill resulting from the Acquisition is tax deductible.

 

Note 3: Pro forma adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed financial statements are as follows:

 

(a)                    To record net cash consideration of $9,041.

 

(b)                     To eliminate WMS capitalized internally developed software as the fair value is recognized in proprietary technology.

 



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(In thousands, except shares)

 

(c)                  To record the estimated fair value of WMS’s intangible assets and the resulting amortization expense and to eliminate amortization expense for WMS historical internal use software:

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

Estimated

 

For the

 

For the

 

 

 

 

 

Useful Life

 

Year Ended

 

Three Months Ended

 

 

 

Fair Value

 

in Years

 

December 31, 2012

 

March 31, 2013

 

Customer relationships

 

$

16,000

 

15.0

 

$

2,015

 

$

453

 

Proprietary technology

 

4,000

 

1.5

 

2,914

 

543

 

Total intangible assets acquired

 

$

20,000

 

 

 

$

4,929

 

$

996

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

WMS internal use software amortization

 

 

 

 

 

(1,937

)

(585

)

 

 

 

 

 

 

$

2,992

 

$

411

 

 

(d)                 To record the estimated fair value of goodwill.

 

(e)                  To record transaction costs totaling $651.  These costs are not reflected in the pro forma condensed combined statement of operations as these costs are non-recurring and are directly related to the acquisition.

 

(f)                   To record the estimated fair value of contingent consideration of $15,959, which is payable to PI if WMS future revenue meets certain thresholds, to be paid over three years.

 

(g)                  To eliminate WMS historical stockholders’ equity and to record the effects of entries a through f.

 

(h)                 Envestnet issued 54,346 shares of restricted stock to certain former WMS employees on July 1, 2013.  The restricted stock vests one-third on each of the first three anniversaries of the grant date.  To record stock-based compensation for the issuance of the restricted shares net of estimated forfeitures and to eliminate stock-based compensation recorded by WMS for the historical periods presented:

 

 

 

For the

 

For the

 

 

 

Year Ended

 

Three Months Ended

 

 

 

December 31, 2012

 

March 31, 2013

 

Stock compensation expense

 

$

440

 

$

111

 

Less: Historical WMS stock compensation expense

 

(1,158

)

(284

)

Net

 

$

(718

)

$

(173

)

 

(i)                     To record estimated accretion expense related to contingent consideration for the year ended December, 31, 2012 and for the three months ended March 31, 2013.

 

(j)                    To record the pro forma tax effect for the year ended December 31, 2012 and for the three months ended March 31, 2013 on the adjustments to pro forma net loss before income taxes based on an estimated statutory rate of 40.0% for both periods. The pro forma combined income tax benefits do not reflect the amounts that would have resulted had Envestnet and WMS filed consolidated income tax returns during the periods presented.

 

(k)                 To eliminate the effects of stock options and warrants to purchase common stock as a result of the pro forma combined net loss.

 

Note 4:  Transition Services Agreement

 

Upon the Acquisition, Envestnet entered into a Transition Services Agreement (“TSA”) with PI, whereby Envestnet will reimburse expenses incurred by PI on behalf of WMS, primarily related to information technology costs, data and research fees and other administrative costs.  The impact of the TSA expense as compared to the historical expenses included in the audited and unaudited abbreviated financial statements is not determinable as of the date of this filing.

 



 

Unaudited Pro Forma Financial Information for Envestnet and Tamarac

 

On May 1, 2012, pursuant to a merger agreement dated February 16, 2012, with Tamarac, Inc., a Washington corporation (“Tamarac”), Envestnet, Inc. (“Envestnet”) completed the merger of its wholly owned subsidiary with and into Tamarac (the “Merger”).  As a result of the Merger, Tamarac became a wholly owned subsidiary of Envestnet.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is derived from the audited financial statements of Envestnet for the year ended December 31, 2012, included in Envestnet’s Form 10-K for the year ended December 31, 2012, and the unaudited condensed consolidated statement of operations of Tamarac for the three months ended March 31, 2012 included in Exhibit 99.2 to Envestnet’s Current Report on Form 8-K/A, filed with the SEC on July 12, 2012 and the unaudited condensed consolidated statement of operations of Tamarac for the one month ended April 30, 2012.

 

The unaudited pro forma condensed combined financial information has been prepared pursuant to the requirements of Article 11 of Regulation S-X, to give effect to the completed Merger, which has been accounted for as a purchase business combination in accordance with ASC 805, “Business Combinations”. The assumptions, estimates, and adjustments herein have been made solely for purposes of developing the unaudited pro forma condensed consolidated financial information and are based upon available information and certain assumptions that we believe are reasonable.

 

The unaudited pro forma condensed combined statement of operations for the twelve month period ended December 31, 2012 has been prepared as if the Merger was completed on January 1, 2012, the first day of Envestnet’s fiscal year 2012.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with (i) the audited consolidated financial statements and related notes of Envestnet, and “Management’s Discussion and Analysis of Financial Condition and results of Operations” contained in Envestnet’s Annual Report on Form 10-K for the year ended December 31, 2012, (ii) the unaudited condensed consolidated financial statements and related notes of Tamarac as of and for the three month period ended March 31, 2012, which is included as Exhibit 99.2 to Envestnet’s Current Report on Form 8-K/A, filed with the SEC on July 12, 2012.

 

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the consolidated results of operations of Envestnet that would have been reported had the Merger been completed as of the date presented, and should not be construed as representative of the future consolidated results of operations of the combined entity.

 



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and Tamarac, Inc.

Year Ended December 31, 2012

(In thousands, except share and per share information)

 

 

 

Historical

 

Pro Forma

 

 

 

Envestnet

 

Tamarac (1)

 

Adjustments

 

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

127,213

 

$

 

$

 

 

$

127,213

 

Licensing and professional services

 

30,053

 

4,354

 

(101

)

a

34,306

 

Total revenues

 

157,266

 

4,354

 

(101

)

 

161,519

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

56,119

 

497

 

(101

)

a

56,515

 

Compensation and benefits

 

54,973

 

3,579

 

180

 

b

58,732

 

General and administration

 

30,617

 

1,012

 

 

 

31,629

 

Depreciation and amortization

 

12,400

 

305

 

358

 

c

13,063

 

Restructuring charges

 

115

 

 

 

 

115

 

Total operating expenses

 

154,224

 

5,393

 

437

 

 

160,054

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

3,042

 

(1,039

)

(538

)

 

1,465

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

Interest income

 

29

 

1

 

 

 

30

 

Interest expense

 

(3

)

(69

)

69

 

d

(3

)

Change in fair value of warrant liability

 

 

9

 

(9

)

d

 

Total other income (expense)

 

26

 

(59

)

60

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision

 

3,068

 

(1,098

)

(478

)

 

1,492

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

2,603

 

 

(192

)

e

2,411

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

465

 

$

(1,098

)

$

(286

)

 

$

(919

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

 

 

 

 

 

$

(0.03

)

Diluted

 

$

0.01

 

 

 

 

 

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

32,162,672

 

 

 

 

 

 

32,162,672

 

Diluted

 

33,341,615

 

 

 

(1,178,943

)

f

32,162,672

 

 


(1) Certain reclassifications were made to conform to Envestnet’s financial statements

 

See notes to the unaudited pro forma condensed combined statement of operations.

 



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(In thousands, except shares)

 

Note 1: Basis of pro forma presentation

 

On May 1, 2012, pursuant to a merger agreement dated February 16, 2012, with Tamarac, Inc., a Washington corporation (“Tamarac”), Envestnet, Inc. (“Envestnet”) completed the merger of its wholly owned subsidiary with and into Tamarac (the “Merger”).

 

The consideration transferred in the Merger was as follows:

 

Cash paid to owners

 

$

54,000

 

Non-cash consideration

 

101

 

Cash acquired

 

(2,533

)

Receivable from working capital settlement

 

(3,141

)

Total fair value of consideration transferred

 

$

48,427

 

 

The unaudited pro forma condensed combined statement of operations has been prepared by Envestnet pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

The unaudited pro forma condensed combined statement of operations for the twelve month period presented is derived from the audited consolidated statement of operations of Envestnet, included in Envestnet’s Form 10-K for the year ended December 31, 2012, and the unaudited condensed consolidated statement of operations of Tamarac for the three months ended March 31, 2012, which is included in Exhibit 99.2 to Envestnet’s Current Report on Form 8-K/A, filed with the SEC on July 12, 2012, and the unaudited condensed consolidated statement of operations of Tamarac for the one month ended April 30, 2012.

 

Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, Envestnet believes that the disclosures provided herein, along with those included in Envestnet’s Annual Report on Form 10-K for the year ended December 31, 2012, and the unaudited condensed consolidated financial statements of Tamarac as of and for the three months ended March 31, 2012, are adequate to make the information presented not misleading.

 

The unaudited pro forma condensed combined statement of operations is provided for informational purposes only and do not purport to be indicative of Envestnet’s results of operations which would actually have been obtained had such transaction been completed as of January 1, 2012, or for the results of operations that may be obtained in the future.

 

Note 2: Purchase price allocation

 

Under the purchase method of accounting, the total consideration transferred was allocated to Tamarac’s assets acquired and liabilities assumed based on the fair value of Tamarac’s tangible and intangible assets and liabilities as of the beginning of business on May 1, 2012. The excess of the total consideration over the net tangible and intangible assets was recorded as goodwill. Envestnet has made an allocation of the total consideration as follows:

 



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(In thousands, except shares)

 

Consideration Allocation

 

Total tangible assets acquired

 

$

9,444

 

Total liabilities assumed

 

(12,194

)

 

 

 

 

Identifiable intangible assets:

 

 

 

Customer relationships

 

8,680

 

Trade name

 

1,590

 

Proprietary technology

 

5,880

 

Goodwill

 

35,027

 

Total consideration allocation

 

$

48,427

 

 

Included in the total liabilities assumed is a net deferred tax liability of $5,907, primarily comprised of the difference between the assigned values of the tangible and intangible assets acquired and the tax basis of those assets.

 

Total amortizable identifiable intangible assets total $16,150 and consist of customer relationships, trade name and proprietary technology with useful lives that range from 5 to 12 years.

 

Goodwill of $35,027 represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and identifiable intangible assets and represents the expected synergistic benefits of the transaction and the knowledge and experience of the workforce in place. In accordance with applicable accounting standards, goodwill is not be amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

 

The goodwill resulting from the Merger is not tax deductible.

 

Note 3: Pro forma adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

 

(a)                        To eliminate transactions between Envestnet and Tamarac for the historical period presented:

 

 

 

For the 4 months ended April 30, 2012

 

 

 

Envestnet

 

Tamarac

 

Total

 

Revenues

 

$

(101

)

$

 

$

(101

)

Cost of revenues

 

 

(101

)

(101

)

 

(b)                 To record stock-based compensation for stock options granted to Tamarac management, net of estimated forfeitures and to eliminate historical stock-based compensation recorded by Tamarac:

 

 

 

For the

 

 

 

4 months ended

 

 

 

April 30, 2012

 

Stock compensation expense

 

$

190

 

Less: Historical Tamarac stock compensation expense

 

(10

)

Net

 

$

180

 

 



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(In thousands, except shares)

 

(c)              To adjust amortization expense for the effect of purchase accounting on Tamarac’s intangible assets and to eliminate amortization expense for Tamarac’s historical internal use software:

 

 

 

For the

 

 

 

4 months ended

 

 

 

April 30, 2012

 

Amortization of intangibles

 

 

 

Customer List

 

$

299

 

Proprietary Technology - TAS

 

43

 

Proprietary Technology - Rebalancer

 

191

 

Trade Names

 

82

 

Total

 

$

615

 

 

 

 

 

Less: Historical internal use software amortization

 

(257

)

 

 

$

358

 

 

(d)                 To eliminate the interest expense and change in fair value related to long-term debt and preferred stock warrants which were not assumed by Envestnet in the Merger.

 

(e)                  To record the pro forma tax effect for the four month period on the adjustments to pro forma loss before income taxes based on an estimated statutory rate of 40.2%. The pro forma combined income tax benefits do not reflect the amounts that would have resulted had Envestnet and Tamarac filed consolidated income tax returns during the periods presented.

 

(f)                   To eliminate the dilutive effects of stock options and warrants to purchase common stock as a result of the pro forma combined net loss.