Exhibit 99.3

 

Unaudited Pro Forma Financial Information for Envestnet and Placemark

 

On October 1, 2014, pursuant to an amended and restated acquisition and agreement of merger (the “Placemark Agreement”), dated August 11, 2014, with Placemark Holdings, Inc., a Delaware corporation (“Placemark”), the Selling Securityholders and Fortis Advisors, LLC as Securityholder Representative, Envestnet, Inc. (“Envestnet”) acquired (the “Placemark Acquisition”) all of the outstanding capital stock of Placemark.

 

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

 

The following unaudited pro forma condensed combined balance sheet as of June 30, 2014 is derived from the unaudited condensed consolidated balance sheet of Envestnet, and the unaudited condensed consolidated balance sheet of Placemark as of June 30, 2014, 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, 2013 is derived from the unaudited pro forma condensed combined statement of operations of Envestnet and WMS for the year ended December 31, 2013, included elsewhere in this Exhibit 99.3 to this Current Report on Form 8-K/A, and the audited consolidated statement of income of Placemark for the year ended December 31, 2013, 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 six month period ended June 30, 2014 is derived from the unaudited condensed consolidated statement of operations of Envestnet for the six month period ended June 30, 2014 and the unaudited condensed consolidated statement of income of Placemark for the six month period ended June 30, 2014, 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 Placemark Acquisition which has been accounted for as a purchase business combination in accordance with ASC 805, “Business Combinations”. The assumptions, estimates, and adjustments reflected 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 Placemark Acquisition, which was completed on October 1, 2014, had been completed as of June 30, 2014, the end of Envestnet’s second quarter of fiscal year 2014. The unaudited pro forma condensed combined statement of operations for the twelve month period ended December 31, 2013 has been prepared as if the Placemark Acquisition and the WMS Acquisition were completed on January 1, 2013, the first day of Envestnet’s fiscal year 2013. The unaudited pro forma condensed combined statement of operations for the six month period ended June 30, 2014 has been prepared as if the Placemark Acquisition and the WMS Acquisition were completed on January 1, 2013, the first day of Envestnet’s fiscal year 2013.

 

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, 2013, (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 six month period ended June 30, 2014, (iii) the audited consolidated financial statements and related notes of Placemark as of and for the year ended December 31, 2013, which are included as Exhibit 99.1 to this Current Report on Form 8-K/A, (iv) the unaudited condensed consolidated financial statements and related notes of Placemark as of June 30, 2014 and for the six month periods ended June 30, 2014 and 2013, which are included as Exhibit 99.2 to this Current Report on Form 8-K/A, and (v) the unaudited statement of revenue and direct expenses  of WMS for the six months ended June 30, 2013 and 2012, which are included in Exhibit 99.2 to Envestnet’s Current Report on Form 8-K filed with the SEC on October 7, 2013.

 

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 Placemark Acquisition and the WMS Acquisition 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.

 

1



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2014

(in thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Envestnet (1)

 

Placemark (2)

 

Adjustments

 

 

Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

64,464

 

$

8,016

 

$

(57,605

)

a

$

14,875

 

Fees and other receivables, net

 

24,857

 

2,442

 

 

 

27,299

 

Deferred tax assets, net

 

3,705

 

255

 

 

 

3,960

 

Prepaid expenses and other current assets

 

6,660

 

739

 

 

 

7,399

 

Total current assets

 

99,686

 

11,452

 

(57,605

)

 

53,533

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

14,565

 

803

 

 

 

15,368

 

Internally developed software, net

 

6,394

 

885

 

(885

)

b

6,394

 

Intangible assets, net

 

31,398

 

 

26,000

 

c

57,398

 

Goodwill

 

74,868

 

 

18,633

 

d

93,501

 

Deferred tax assets, net

 

8,367

 

4,395

 

(3,138

)

e

9,624

 

Other non-current assets

 

5,110

 

20

 

 

 

5,130

 

Total assets

 

$

240,388

 

$

17,555

 

$

(16,995

)

 

$

240,948

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

33,683

 

$

1,933

 

$

1,113

 

f, g

$

36,729

 

Accounts payable

 

6,728

 

548

 

 

 

7,276

 

Contingent consideration

 

6,000

 

 

 

 

6,000

 

Deferred revenue

 

6,566

 

87

 

 

 

6,653

 

Total current liabilities

 

52,977

 

2,568

 

1,113

 

 

56,658

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

11,389

 

 

 

 

11,389

 

Deferred revenue

 

3,017

 

 

 

 

3,017

 

Deferred rent

 

2,575

 

348

 

 

 

2,923

 

Lease incentive

 

4,146

 

 

 

 

4,146

 

Other non-current liabilities

 

2,548

 

 

 

 

2,548

 

Total liabilities

 

76,652

 

2,916

 

1,113

 

 

80,681

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

163,736

 

14,639

 

(18,108

)

h

160,267

 

Total liabilities and equity

 

$

240,388

 

$

17,555

 

$

(16,995

)

 

$

240,948

 

 


(1) Amounts reflect the unaudited condensed consolidated balance sheet of Envestnet as reported in Envestnet’s quarterly report on Form 10-Q as of June 30, 2014, filed with the SEC on August 11, 2014.

 

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

 

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

 

2



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2013

(in thousands, except share and per share information)

 

 

 

Historical

 

Pro Forma

 

 

 

Condensed
combined pro forma
total for Envestnet
and WMS (1)

 

Placemark (2)

 

Adjustments

 

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

233,016

 

$

17,709

 

$

(610

)

i

$

250,115

 

Licensing and professional services

 

41,967

 

283

 

 

 

42,250

 

Total revenues

 

274,983

 

17,992

 

(610

)

 

292,365

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

117,080

 

 

(610

)

i

116,470

 

Compensation and benefits

 

91,140

 

11,512

 

1,527

 

j

104,179

 

General and administration

 

56,692

 

5,317

 

 

 

62,009

 

Depreciation and amortization

 

19,657

 

257

 

5,818

 

c

25,732

 

Restructuring charges and asset impairment charges

 

474

 

 

 

 

474

 

Total operating expenses

 

285,043

 

17,086

 

6,735

 

 

308,864

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(10,060

)

906

 

(7,345

)

 

(16,499

)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

200

 

(3

)

 

 

197

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision

 

(9,860

)

903

 

(7,345

)

 

(16,302

)

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

656

 

(2,860

)

(2,938

)

l

(5,142

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(10,516

)

$

3,763

 

$

(4,407

)

 

$

(11,160

)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.32

)

 

 

 

 

 

$

(0.34

)

Diluted

 

$

(0.32

)

 

 

 

 

 

$

(0.34

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

33,191,088

 

 

 

 

 

 

33,191,088

 

Diluted

 

33,191,088

 

 

 

 

 

 

33,191,088

 

 


(1) Based on calculations set forth in the unaudited pro forma condensed combined statement of operations for Envestnet, including WMS, 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.

 

3



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Six Month Period Ended June 30, 2014

(in thousands, except share and per share information)

 

 

 

Historical

 

Pro Forma

 

 

 

Envestnet (1)

 

Placemark (2)

 

Adjustments

 

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

137,808

 

$

11,118

 

$

(374

)

i

$

148,552

 

Licensing and professional services

 

25,560

 

156

 

 

 

25,716

 

Total revenues

 

163,368

 

11,274

 

(374

)

 

174,268

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

72,392

 

 

(374

)

i

72,018

 

Compensation and benefits

 

48,616

 

7,653

 

767

 

j

57,036

 

General and administration

 

25,086

 

2,967

 

(536

)

k

27,517

 

Depreciation and amortization

 

9,037

 

285

 

2,391

 

c

11,713

 

Total operating expenses

 

155,131

 

10,905

 

2,248

 

 

168,284

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

8,237

 

369

 

(2,622

)

 

5,984

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

1,920

 

 

 

 

1,920

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax provision

 

10,157

 

369

 

(2,622

)

 

7,904

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

3,639

 

12

 

(1,049

)

l

2,602

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

6,518

 

357

 

(1,573

)

 

5,302

 

 

 

 

 

 

 

 

 

 

 

 

Add: Net loss attributable to non-controlling interest

 

195

 

 

 

 

195

 

Net income attributable to Envestnet, Inc.

 

$

6,713

 

$

357

 

$

(1,573

)

 

$

5,497

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.20

 

 

 

 

 

 

$

0.16

 

Diluted

 

$

0.18

 

 

 

 

 

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

34,332,759

 

 

 

 

 

 

34,332,759

 

Diluted

 

36,726,121

 

 

 

 

 

 

36,726,121

 

 


(1) Amounts reflect the unaudited condensed consolidated statement of operations of Envestnet as reported in Envestnet’s quarterly report on Form 10-Q for the six months ended June 30, 2014, filed with the SEC on August 11, 2014.

 

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

 

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

 

4



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands, except shares)

 

Note 1: Basis of pro forma presentation

 

On October 1, 2014, pursuant to an amended and restated acquisition and agreement of merger (the “Placemark Agreement”) dated August 11, 2014, with Placemark Holdings, Inc., a Delaware corporation (“Placemark”), the Selling Securityholders and Fortis Advisors, LLC, as Securityholder Representative, Envestnet Inc. (“Envestnet”) acquired (the “Placemark Acquisition”) all of the outstanding capital stock of Placemark. 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 final amounts to be presented, as Envestnet finalizes its normal purchase accounting adjustments for the transaction.

 

The estimated consideration transferred in the Placemark Acquisition is as follows:

 

Cash consideration

 

$

65,154

 

Cash received

 

(8,419

)

Preliminary working capital adjustment

 

870

 

Total estimated fair value of consideration transferred

 

$

57,605

 

 

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

 

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 June 30, 2014 is derived from the unaudited condensed consolidated financial statements of Envestnet and the unaudited condensed consolidated balance sheet of Placemark as of June 30, 2014, 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, 2013 is derived from the unaudited pro forma condensed combined statement of operations of Envestnet, including WMS, for the year ended December 31, 2013, presented elsewhere in this document, and the audited statement of income of Placemark for the year ended December 31, 2013, 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 six month period ended June 30, 2014 is derived from the unaudited condensed consolidated statement of operations of Envestnet for the six month period ended June 30, 2014 and the unaudited statement of income of Placemark for the six month period ended June 30, 2014, included in Exhibit 99.2 to this Current Report on Form 8-K/A.

 

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, 2013, Envestnet’s Form 10-Q for the quarterly period ended June 30, 2014, the audited consolidated financial statements of Placemark as of and for the year ended December 31, 2013 and the unaudited condensed consolidated financial statements of Placemark as of and for the six month periods ended June 30, 2014 and 2013 are adequate to make the information presented not misleading.

 

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.

 

5



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands, except shares)

 

Note 2: Purchase price allocation

 

Under the purchase method of accounting, the total consideration transferred will be allocated to Placemark’s assets acquired and liabilities assumed based on the estimated fair value of Placemark’s tangible and intangible assets and liabilities as of October 1, 2014, the Placemark 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, net of cash acquired

 

$

15,871

 

Total liabilities assumed

 

(2,899

)

 

 

 

 

Identifiable intangible assets:

 

 

 

Customer relationships

 

21,000

 

Proprietary technology

 

4,000

 

Trade names and domains

 

1,000

 

Goodwill

 

18,633

 

Total estimated preliminary consideration allocation

 

$

57,605

 

 

Envestnet is waiting for the completion of a valuation report to determine the fair values of intangible assets and goodwill and the related deferred income taxes.  In addition, the working capital adjustment has not been finalized with the seller.  These amounts are preliminary and are subject to change.

 

Total amortizable identifiable intangible assets total $26,000 and consist of customer relationships, proprietary technology and trade names with useful lives that range from 3 years to 12 years.

 

Goodwill of $18,633 represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and identifiable intangible assets and represents the expected synergistic benefits of the transaction, primarily related to an increase in future revenues as a result of potential cross selling opportunities, as well as lower future operating expenses, including lower technology platform-related costs due to the migration of Placemark’s clients to the Envestnet technology platform. The goodwill is also related to 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 Placemark Acquisition is not tax deductible.

 

Note 3: Pro forma adjustments

 

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

 

(a)                    To record net cash consideration of $57,605.

 

(b)                     To eliminate Placemark’s capitalized internally developed software as the fair value is recognized in proprietary technology. See tickmark (c) below.

 

6



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands, except shares)

 

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

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

Estimated

 

For the

 

For the

 

 

 

Estimated

 

Useful Life

 

Year Ended

 

Six Months Ended

 

 

 

Fair Value

 

in Years

 

December 31, 2013

 

June 30, 2014

 

Customer relationships

 

21,000

 

12.0

 

$

4,336

 

$

1,756

 

Proprietary technology

 

4,000

 

3.0

 

1,333

 

667

 

Trade names and domains

 

1,000

 

5.0

 

200

 

100

 

Total intangible assets acquired

 

$

26,000

 

 

 

$

5,869

 

$

2,523

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

Placemark internal use software amortization

 

 

 

 

 

(51

)

(132

)

 

 

 

 

 

 

$

5,818

 

$

2,391

 

 

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

 

(e)                  To record the estimated deferred tax asset in the amount of $7,262 related to the reversal of Placemark’s valuation allowance offset by estimated deferred tax liabilities of $10,400 comprised of the difference between the assigned values of the tangible and intangible assets acquired and the tax basis of those assets.

 

(f)                   To record transaction costs totaling $1,134.  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.

 

(g)                   To eliminate a note payable not assumed in the acquisition in the amount of $21.

 

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

 

(i)                      To eliminate transactions between Envestnet and Placemark for the historical periods presented.

 

(j)                    Envestnet issued 111,751 shares of restricted stock to certain former Placemark employees on October 1, 2014. 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 Placemark for the historical periods presented:

 

 

 

For the

 

For the

 

 

 

Year Ended

 

Six Months Ended

 

 

 

December 31, 2013

 

June 30, 2014

 

Stock compensation expense

 

$

1,563

 

$

782

 

Less: Historical Placemark stock compensation expense

 

(36

)

(15

)

Net

 

$

1,527

 

$

767

 

 

(k)                 To eliminate the direct, incremental transaction costs in the amount of $536 related to the Placemark Acquisition for the six months ended June 30, 2014.

 

(l)                     To record the pro forma tax effect for the year ended December 31, 2013 and for the six months ended June 30, 2014 on the adjustments to pro forma net loss and net income before income tax provision 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 Placemark filed consolidated income tax returns during the periods presented.

 

7



 

Unaudited Pro Forma Financial Information for Envestnet and Wealth Management Solutions

 

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 “WMS Acquisition”) substantially all the assets of PI’s Wealth Management Solutions (“WMS”) division.

 

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 is derived from the audited financial statements of Envestnet for the year ended December 31, 2013, included in Envestnet’s Form 10-K for the year ended December 31, 2013, and the unaudited statement of revenue and direct expenses of WMS for the six month period ended June 30, 2013, included in Exhibit 99.1 to Envestnet’s Current Report on Form 8-K, filed with the SEC on October 8, 2013.

 

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 WMS 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 unaudited pro forma condensed combined statement of operations for the twelve month period ended December 31, 2013 has been prepared as if the WMS Acquisition was completed on January 1, 2013, the first day of Envestnet’s fiscal year 2013.

 

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, 2013, (ii) the unaudited abbreviated financial statements and related notes of WMS as of June 30, 2013, and for the six month periods ended June 30, 2013 and 2012, which are included in Exhibit 99.1 to Envestnet’s Current Report on Form 8-K filed with the SEC on October 8, 2013.

 

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 WMS Acquisition been completed as of the date presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

 

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 “WMS Acquisition”) substantially all the assets of PI’s Wealth Management Solutions (“WMS”) division.

 

The total consideration transferred in the WMS Acquisition as of the date of acquisition was as follows:

 

Cash consideration

 

$

8,992

 

Contingent consideration

 

15,738

 

Total fair value of consideration transferred

 

$

24,730

 

 

The unaudited pro forma condensed combined statement of operations of Envestnet and WMS 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 statement of operations for the year ended December 31, 2013 is derived from the audited consolidated statement of operations of Envestnet, included in Envestnet’s Form 10-K for the year ended December 31, 2013, and the unaudited statement of revenues and direct expenses of WMS for the six months ended June 30, 2013, included in Exhibit 99.1 to Envestnet’s Current Report on Form 8-K, filed with the SEC on October 8, 2013.

 

Prior to the WMS Acquisition, WMS was neither a separate legal entity nor a subsidiary of PI and was neither 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 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 statement of operations information presented for WMS is not indicative of the results of operations of the acquired business going forward due to the changes made in the business and

 

8



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except shares)

 

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, 2013, and the unaudited abbreviated financial statements of WMS for the six month periods ended June 30, 2013 and 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 does not purport to be indicative of Envestnet’s results of operations which would actually have been obtained had such transaction been completed for the periods presented, or for the results of operations that may be obtained in the future.

 

9



 

Envestnet, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations of Envestnet and WMS

Year Ended December 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

 

$

200,568

 

$

32,448

 

$

 

 

$

233,016

 

Licensing and professional services

 

41,967

 

 

 

 

41,967

 

Total revenues

 

242,535

 

32,448

 

 

 

274,983

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

98,970

 

18,110

 

 

 

117,080

 

Compensation and benefits

 

77,442

 

14,059

 

(361

)

a

91,140

 

General and administration

 

44,808

 

11,192

 

692

 

b

56,692

 

Depreciation and amortization

 

15,329

 

1,170

 

3,158

 

c

19,657

 

Restructuring charges

 

474

 

 

 

 

474

 

Total operating expenses

 

237,023

 

44,531

 

3,489

 

 

285,043

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

5,512

 

(12,083

)

(3,489

)

 

(10,060

)

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

200

 

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision

 

5,712

 

(12,083

)

(3,489

)

 

(9,860

)

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

2,052

 

 

(1,396

)

d

656

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,660

 

$

(12,083

)

$

(2,093

)

 

$

(10,516

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

 

 

 

 

$

(0.32

)

Diluted

 

$

0.10

 

 

 

 

 

 

$

(0.32

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

33,191,088

 

 

 

 

 

 

33,191,088

 

Diluted

 

35,666,575

 

 

 

(2,475,487

)

e

33,191,088

 

 


(1) Amounts reflect the unaudited condensed consolidated statement of operations of Envestnet as reported in Envestnet’s annual report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 17, 2014.

 

(2) Reflects the historical results of WMS for the six months ended June 30, 2013, the period prior to the consummation of the acquisition by Envestnet on July 1, 2013.  Certain reclassifications were made to conform to Envestnet’s financial statement presentation.

 

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

 

10



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except shares)

 

Note 2: Purchase price allocation

 

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

 

Consideration Allocation

 

Total tangible assets acquired

 

$

1,296

 

Total liabilities assumed

 

(2,257

)

 

 

 

 

Identifiable intangible assets:

 

 

 

Customer relationships

 

14,000

 

Proprietary technology

 

3,000

 

Goodwill

 

8,691

 

Total consideration allocation

 

$

24,730

 

 

Total amortizable identifiable intangible assets total $17,000 and consist of customer relationships and proprietary technology with useful lives that range from 1.5 years to 12 years.

 

Goodwill of $8,691 represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and identifiable intangible assets and represents the expected synergistic benefits of the transaction, primarily related to an increase in future revenues as a result of potential cross selling opportunities, as well as lower future operating expenses, including a reduction in headcount from pre-acquisition levels and lower technology platform-related costs due to the migration of WMS’s clients to the Envestnet technology platform. The goodwill is also related to the knowledge and experience of the workforce in place. 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 WMS 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 stock-based compensation for the issuance of restricted shares in conjunction with the acquisition, net of estimated forfeitures and to eliminate stock-based compensation recorded by WMS for the historical periods presented:

 

 

 

For the Year Ended

 

 

 

December 31, 2013

 

Stock compensation expense

 

$

221

 

Less: Historical WMS stock based expense

 

(582

)

Net

 

$

(361

)

 

(b)                 To record accretion expense in the amount of $1,573 related to contingent consideration for the year ended December 31, 2013 and to eliminate the direct, incremental transaction costs in the amount of $881 related to the WMS Acquisition for the year ended December 31, 2013.

 

11



 

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except shares)

 

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

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

Estimated Useful

 

For the Year Ended

 

 

 

Fair Value

 

Life in Years

 

December 31, 2013

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

14,000

 

12.0

 

$

2,142

 

Proprietary technology

 

3,000

 

1.5

 

2,186

 

Total intangible assets acquired

 

$

17,000

 

 

 

$

4,328

 

 

 

 

 

 

 

 

 

Less: WMS internal use software amortization

 

 

 

 

 

(1,170

)

Net

 

 

 

 

 

$

3,158

 

 

(d)                 To record the pro forma tax effect for the year ended December 31, 2013 on the adjustments to pro forma net loss before income taxes based on an estimated statutory rate of 40.0%. 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.

 

(e)                  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 WMS Acquisition, Envestnet entered into a Transition Services Agreement (“TSA”) with PI, whereby Envestnet reimburses 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 unaudited abbreviated financial statements is not determinable.  The total amount of TSA expense reimbursed by Envestnet during the period July 1, 2013 through December 31, 2013 totaled $3,906.

 

12