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EX-99.1 - EX-99.1 - VIRTUSA CORPa11-26342_2ex99d1.htm
EX-23.1 - EX-23.1 - VIRTUSA CORPa11-26342_2ex23d1.htm

Exhibit 99.2

 

Virtusa Corporation

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined balance sheet as of June 30, 2011, the unaudited pro forma condensed combined statement of income for the year ended March 31, 2011 and the unaudited pro forma condensed combined statement of income for the three months ended June 30, 2011, are based on the historical financial statements of Virtusa Corporation (the “Company”) and ALaS Consulting LLC (“ALaS”). The unaudited pro forma condensed combined financial statements are presented as if the acquisition of Alas had occurred as of June 30, 2011 for pro forma balance sheet purposes and as if the acquisition of ALaS had occurred as of the first day of fiscal 2011 for pro forma statement of income purposes.

 

The pro forma adjustments are based on preliminary information available at the time of this document. These preliminary estimates and assumptions are subject to change as the Company finalizes the valuations of the net tangible and intangible assets acquired and liabilities assumed in connection with its acquisition of ALaS.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that the Company would have reported had the ALaS acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that may be achieved in combining the companies. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the Company’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2011, its Quarterly Report on Form 10-Q for the three months ended June 30, 2011 and the financial statements of ALaS for the fiscal year 2010 and the three and six months ended June 30, 2011 included herein.

 



 

VIRTUSA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands)

 

 

 

Virtusa

 

ALaS

 

Pro forma
Adjustments

 

Pro forma

 

 

 

June 30, 2011

 

June 30, 2011

 

Note 3

 

combined

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,931

 

$

1,942

 

$

(29,780

)(a), (b)

$

42,093

 

Short-term investments

 

27,415

 

 

 

27,415

 

Accounts receivable, net

 

43,675

 

5,298

 

(5,298

)(b)

43,675

 

Unbilled accounts receivable

 

9,753

 

 

 

9,753

 

Prepaid expenses

 

6,127

 

149

 

(98

)(a), (b)

6,178

 

Deferred income taxes

 

1,201

 

 

 

1,201

 

Restricted cash

 

162

 

 

 

162

 

Other current assets

 

6,931

 

28

 

 

6,959

 

Total Current Assets

 

165,195

 

7,417

 

(35,176

)

137,436

 

Property and equipment, net

 

30,992

 

83

 

(50

)(a), (b)

31,025

 

Long-term investments

 

7,682

 

 

 

7,682

 

Deferred income taxes

 

7,722

 

 

 

7,722

 

Goodwill

 

19,046

 

235

 

16,191

(a), (b)

35,472

 

Intangible assets, net

 

9,288

 

 

11,300

(a)

20,588

 

Other long-term assets

 

6,787

 

 

 

6,787

 

Total assets

 

$

246,712

 

$

7,735

 

$

(7,735

)

$

246,712

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,273

 

$

756

 

$

(756

)(b)

$

5,273

 

Accrued employee compensation and benefits

 

11,504

 

1,241

 

(1,241

)(b)

11,504

 

Accrued expenses and other

 

11,159

 

467

 

(467

)(b)

11,159

 

Income taxes payable

 

2,911

 

538

 

(538

)(b)

2,911

 

Borrowings under line of credit

 

 

1,500

 

(1,500

)(b)

 

Members’ loans

 

 

1,765

 

(1,765

)(b)

 

Total current liabilities

 

30,847

 

6,267

 

(6,267

)

30,847

 

Long-term liabilities

 

2,265

 

 

 

2,265

 

Total liabilities

 

33,112

 

6,267

 

(6,267

)

33,112

 

Stockholders’ equity

 

213,600

 

1,468

 

(1,468

)(b)

213,600

 

Total liabilities and stockholders’ equity

 

$

246,712

 

$

7,735

 

$

(7,735

)

$

246,712

 

 

See notes to unaudited pro forma condensed combined financial statements.

 

2



 

Virtusa Corporation

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(in thousands, except for per share amounts)

 

 

 

Virtusa

 

ALaS

 

 

 

 

 

 

 

12 months ended

 

Pro forma

 

 

 

 

 

March
31,2011

 

December
31,2010

 

Adjustments
Note 3

 

Pro forma
combined

 

Revenue

 

$

217,979

 

$

24,635

 

$

 

$

242,614

 

Cost of revenue

 

134,496

 

14,206

 

510

(d)

149,212

 

Gross profit

 

83,483

 

10,429

 

(510

)

93,402

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

65,697

 

4,705

 

1,980

(c), (d)

72,382

 

Income from operations

 

17,786

 

5,724

 

(2,490

)

21,020

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

1,974

 

(136

)

 

1,838

 

Foreign currency gain or (losses)

 

(1,436

)

 

 

(1,436

)

Other, net

 

(97

)

31

 

 

(66

)

Total other income

 

441

 

(105

)

 

336

 

Income before income tax expense

 

18,227

 

5,619

 

(2,490

)

21,356

 

Income tax expense (benefit)

 

2,027

 

244

 

1,008

(e), (f)

3,279

 

Net income

 

$

16,200

 

$

5,375

 

$

(3,498

)

$

18,077

 

Net income per share of common stock

 

 

 

 

 

 

 

 

 

Basic

 

$

0.68

 

$

 

$

 

0.76

 

Diluted

 

$

0.66

 

$

 

$

 

0.73

 

 

See notes to unaudited pro forma condensed combined financial statements.

 

3



 

Virtusa Corporation

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(in thousands, except for per share amounts)

 

 

 

Virtusa

 

ALaS

 

 

 

 

 

 

 

3 months ended

 

Pro forma

 

 

 

 

 

June
30,2011

 

June
30,2011

 

Adjustments
Note 3

 

Pro forma
combined

 

Revenue

 

$

61,045

 

$

8,042

 

$

 

 

$

69,087

 

Cost of revenue

 

37,982

 

4,985

 

128

(d)

43,095

 

Gross profit

 

23,063

 

3,057

 

(128

)

25,992

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

18,276

 

2,215

 

395

(c), (d)

20,886

 

Income from operations

 

4,787

 

842

 

(523

)

5,106

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

605

 

(56

)

 

549

 

Foreign currency gain or (losses)

 

(182

)

 

 

(182

)

Other, net

 

(23

)

 

 

 

(23

)

Total other income

 

400

 

(56

)

 

344

 

Income before income tax expense

 

5,187

 

786

 

(523

)

5,450

 

Income tax expense (benefit)

 

1,232

 

28

 

77

(e), (f)

1,337

 

Net income

 

$

3,955

 

$

758

 

$

(600

)

$

4,113

 

Net income per share of common stock

 

 

 

 

 

 

 

 

 

Basic

 

$

0.16

 

$

 

$

 

$

0.17

 

Diluted

 

$

0.16

 

$

 

$

 

$

0.16

 

 

See notes to unaudited pro forma condensed combined financial statements.

 

4



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(in thousands)

 

1. Basis of Pro Forma Presentation

 

On July 1, 2011, the Company acquired certain assets comprising the business of ALaS, a New York limited liability company, pursuant to an Asset Purchase Agreement with ALaS and the members of ALaS, dated as of July 1, 2011.

 

The Company accounts for business combinations pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non controlling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. The Company has made significant assumptions and estimates in determining the preliminary estimated purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change as we finalize the valuations of the net tangible assets, intangible assets and resultant goodwill. In particular, the final valuations of identifiable intangible and net tangible assets may change materially from the preliminary estimates. These changes could result in material variances between the Company’s future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.

 

The purchase price is approximately $27,838 in cash, 10% of which is subject to a hold back by the Company for a period of 12 months as security for the indemnification obligations of ALaS and the Members under the Asset Purchase Agreement. As part of the transaction, substantially all of the employees of ALaS accepted employment with the Company. The Company has agreed to issue an aggregate of up to $4,000 in shares of restricted stock from the Company’s 2007 Stock Option and Incentive, not to exceed 250,000 shares, to these new Company employees. The shares will vest annually over a four year period.

 

The foregoing description of the Asset Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 5, 2011 and is incorporated herein by reference.

 

The unaudited pro forma condensed combined statements of income provided above give effect to the acquisition as of the beginning of fiscal 2011, for both the Company and ALaS. Due to the combining companies having different fiscal period ends, the unaudited pro forma condensed combined statements of income combine the historical results for the Company for the three months ended June 30, 2011 and year ended March 31, 2011, and the historical results of ALaS for the three months ended June 30, 2011 and year ended December 31, 2010. The unaudited pro forma condensed combined balance sheet combines the historical balance sheet of the Company as of June 30, 2011 and of ALaS as of June 30, 2011, giving effect to the acquisition as of these dates, respectively.

 

Shares used in the computation of basic and diluted income per share for the three months ended June 30, 2011 were 24,457,474 and 25,328,317, respectively.  Shares used in the computation of basic and diluted income per share for the twelve months ended March 31, 2011 were 23,783,457 and 24,714,808, respectively.

 

5



 

2. Preliminary Purchase Price Allocation

 

The Company paid cash of $27,838 as consideration on July 1, 2011 for the acquisition. The cash paid reflects the purchase price of $27,838 less a 10% holdback.

 

(in thousands)

 

 

 

Cash paid on July 1, 2011

 

$

25,055

 

Holdback (10%)

 

2,775

 

Transfer tax

 

8

 

Total purchase price

 

$

27,838

 

 

The total preliminary purchase price for ALaS was allocated to the net tangible and intangible assets based upon their preliminary fair values as of July 1, 2011 as set forth below. The excess of the preliminary purchase price over the preliminary fair values of net tangible and intangible assets was recorded as goodwill. The allocation of the purchase price was based upon a preliminary valuation and the estimates and assumptions are subject to change.

 

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible assets and liabilities acquired, the valuation of intangible assets acquired, certain legal matters, and residual goodwill. The Company expects to continue obtaining information to assist in determining the fair value of the net assets acquired at the acquisition date.

 

The preliminary purchase price allocation for ALaS is as follows:

 

(in thousands)

 

 

 

Customer relationships

 

$

10,900

 

Backlog

 

300

 

Trade name

 

100

 

Fixed assets

 

33

 

Prepaid expenses

 

79

 

Goodwill

 

16,426

 

Total purchase price

 

$

27,838

 

 

3. Pro Forma Adjustments

 

The pro forma adjustments are as follows:

 

(a) To record the cash payment of $27,838 related to the acquisition and the preliminary purchase price allocation, see Note 2.

 

(b) Represents the elimination of the assets and liabilities not assumed in the acquisition.

 

(c) To record amortization of $273 and $1,490 for the three months ended June 30, 2011 and the twelve months ended March 31, 2011, respectively, associated with preliminarily fair value of identified intangible assets acquired.

 

(d) To record the restricted stock awards of $250 and $1,000 for the three months ended June 30, 2011 and the twelve months ended March 31, 2011, respectively, given to ALaS employees over a four-year vesting period and to record as compensation cost based on fair value at date of grant.

 

6



 

(e) To record the tax benefit of $209 and $996 for the three months ended June 30, 2011 and the twelve months ended March 31, 2011, respectively, due to stock-compensation and intangible amortization.

 

(f) To remove the unincorporated business tax expense and record income tax expense of $314 and $2,248 for the three months ended June 30, 2011 and the twelve months ended March 31, 2011, respectively.

 

7