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 PIs 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 Envestnets 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 Envestnets 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 Envestnets 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 Managements Discussion and Analysis of Financial Condition and results of Operations contained in Envestnets 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 Managements Discussions and Analysis of Financial Condition and results of Operations contained in Envestnets 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 Envestnets 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.
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 Envestnets 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 Envestnets financial statement presentation.
See notes to the unaudited pro forma condensed combined financial statements.
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 |
|
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 Envestnets financial statement presentation.
See notes to the unaudited pro forma condensed combined financial statements.
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 Envestnets 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 Envestnets 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 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 PIs 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 Envestnets Annual Report on Form 10-K for the year ended December 31, 2013, Envestnets 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 Envestnets 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.
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 Placemarks assets acquired and liabilities assumed based on the estimated fair value of Placemarks 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 Placemarks 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 Placemarks capitalized internally developed software as the fair value is recognized in proprietary technology. See tickmark (c) below.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(in thousands, except shares)
(c) To record the estimated fair value of Placemarks 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 Placemarks 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.
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 PIs 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 Envestnets 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 Envestnets 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 Envestnets 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 Managements Discussion and Analysis of Financial Condition and results of Operations contained in Envestnets 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 Envestnets 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 PIs 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 Envestnets 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 Envestnets 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 WMSs 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
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 Envestnets 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 Envestnets 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.
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 Envestnets 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 Envestnets financial statement presentation.
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 2: Purchase price allocation
Under the purchase method of accounting, the total consideration transferred was allocated to WMSs assets acquired and liabilities assumed based on the fair value of WMSs 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 WMSs 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.
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 WMSs 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.