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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-34835

 


 

Envestnet, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

20-1409613

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S Employer
Identification No.)

 

 

35 East Wacker Drive, Suite 2400, Chicago, IL

 

60601

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(312) 827-2800

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐

 

Smaller reporting company ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☒

 

As of November 1, 2016, 43,053,724 shares of the common stock with a par value of $0.005 per share were outstanding.

 

 

 

 

 


 

Table of Contents

TABLE OF CONTENTS

 

 

Page

 

 

PART I - FINANCIAL INFORMATION 

 

 

Item 1. Financial Statements (Unaudited) 

Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 

Condensed Consolidated Statement of Equity for the nine months ended September 30, 2016 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 

Notes to Unaudited Condensed Consolidated Financial Statements 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

29 

Forward-Looking Statements 

29 

Overview 

30 

Results of Operations 

34 

Liquidity and Capital Resources 

48 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

50 

 

 

Item 4. Controls and Procedures 

51 

 

 

PART II - OTHER INFORMATION 

52 

 

 

Item 1. Legal Proceedings 

52 

 

 

Item 1A. Risk Factors 

53 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

54 

 

 

Item 3. Defaults Upon Senior Securities 

54 

 

 

Item 4. Mine Safety Disclosures 

54 

 

 

Item 5. Other Information 

54 

 

 

Item 6. Exhibits 

54 

 

 

2


 

Table of Contents

Envestnet, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share information)

(unaudited)

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

    

2016

    

2015

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

50,662

 

$

51,718

Fees and other receivables, net

 

 

42,451

 

 

46,756

Prepaid expenses and other current assets

 

 

19,811

 

 

13,239

Total current assets

 

 

112,924

 

 

111,713

 

 

 

 

 

 

 

Property and equipment, net

 

 

32,566

 

 

28,681

Internally developed software, net

 

 

13,544

 

 

9,897

Intangible assets, net

 

 

262,234

 

 

292,675

Goodwill

 

 

422,565

 

 

421,273

Deferred tax assets, net

 

 

12,961

 

 

2,688

Other non-current assets

 

 

13,156

 

 

9,322

Total assets

 

$

869,950

 

$

876,249

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accrued expenses and other liabilities

 

$

74,650

 

$

83,411

Accounts payable

 

 

10,456

 

 

10,420

Current portion of debt

 

 

33,177

 

 

6,064

Contingent consideration

 

 

1,929

 

 

2,537

Deferred revenue

 

 

15,379

 

 

15,089

Total current liabilities

 

 

135,591

 

 

117,521

 

 

 

 

 

 

 

Convertible notes

 

 

151,019

 

 

146,418

Term notes

 

 

106,674

 

 

138,335

Contingent consideration

 

 

1,295

 

 

1,506

Deferred revenue

 

 

16,220

 

 

14,378

Deferred rent and lease incentive

 

 

12,174

 

 

10,976

Other non-current liabilities

 

 

10,625

 

 

6,288

Total liabilities

 

 

433,598

 

 

435,422

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable units in ERS

 

 

900

 

 

900

Equity:

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, par value $0.005,  50,000,000 shares authorized

 

 

 

 

 

 

Common stock, par value $0.005,  500,000,000 shares authorized; 55,279,299 and 53,925,415 shares issued as of September 30, 2016 and December 31, 2015, respectively; 42,917,855 and 41,979,126 shares outstanding as of September 30, 2016 and December 31, 2015, respectively

 

 

276

 

 

270

Additional paid-in capital

 

 

504,529

 

 

474,726

Accumulated deficit

 

 

(38,000)

 

 

(15,007)

Treasury stock at cost, 12,361,444 and 11,946,289 shares as of September 30, 2016 and December 31, 2015, respectively

 

 

(31,619)

 

 

(20,654)

Accumulated other comprehensive income (loss)

 

 

(132)

 

 

194

Total stockholders’ equity

 

 

435,054

 

 

439,529

Non-controlling interest

 

 

398

 

 

398

Total equity

 

 

435,452

 

 

439,927

Total liabilities and equity

 

$

869,950

 

$

876,249

 

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

 

3


 

Table of Contents

Envestnet, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share information)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

September 30,

 

 

 

September 30,

 

    

2016

    

2015

    

 

 

2016

    

2015

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets under management or administration

 

$

90,042

 

$

85,576

 

 

 

$

258,969

 

$

250,472

Subscription and licensing

 

 

51,959

 

 

16,163

 

 

 

 

142,303

 

 

45,257

Professional services and other

 

 

7,154

 

 

1,628

 

 

 

 

21,412

 

 

6,755

Total revenues

 

 

149,155

 

 

103,367

 

 

 

 

422,684

 

 

302,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

47,259

 

 

41,027

 

 

 

 

132,319

 

 

122,208

Compensation and benefits

 

 

60,345

 

 

32,671

 

 

 

 

180,625

 

 

96,162

General and administration

 

 

26,150

 

 

15,184

 

 

 

 

80,097

 

 

44,905

Depreciation and amortization

 

 

16,692

 

 

6,157

 

 

 

 

49,872

 

 

17,215

Restructuring charges

 

 

 —

 

 

 —

 

 

 

 

152

 

 

518

Total operating expenses

 

 

150,446

 

 

95,039

 

 

 

 

443,065

 

 

281,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(1,291)

 

 

8,328

 

 

 

 

(20,381)

 

 

21,476

Other expense, net

 

 

(4,434)

 

 

(2,347)

 

 

 

 

(13,214)

 

 

(6,801)

Income (loss) before income tax provision

 

 

(5,725)

 

 

5,981

 

 

 

 

(33,595)

 

 

14,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

 

(1,668)

 

 

2,679

 

 

 

 

(10,602)

 

 

6,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(4,057)

 

 

3,302

 

 

 

 

(22,993)

 

 

8,349

Add: Net income (loss) attributable to non-controlling interest

 

 

 —

 

 

 —

 

 

 

 

 —

 

 

 —

Net income (loss) attributable to Envestnet, Inc.

 

$

(4,057)

 

$

3,302

 

 

 

$

(22,993)

 

$

8,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Envestnet, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.09)

 

$

0.09

 

 

 

$

(0.54)

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

(0.09)

 

$

0.09

 

 

 

$

(0.54)

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

42,843,103

 

 

36,021,784

 

 

 

 

42,704,383

 

 

35,651,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

42,843,103

 

 

37,614,701

 

 

 

 

42,704,383

 

 

37,563,815

 

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

4


 

Table of Contents

Envestnet, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2016

    

2015

 

2016

    

2015

Net income (loss) attributable to Envestnet, Inc.

 

$

(4,057)

 

$

3,302

 

$

(22,993)

 

$

8,349

Other comprehensive income (loss), net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

192

 

 

 —

 

 

(122)

 

 

 —

Losses on foreign currency contracts designated as cash flow hedges reclassified to earnings

 

 

(556)

 

 

 —

 

 

(204)

 

 

 —

Total other comprehensive loss, net of taxes

 

 

(364)

 

 

 —

 

 

(326)

 

 

 —

Comprehensive income (loss), net of taxes

 

$

(4,421)

 

$

3,302

 

$

(23,319)

 

$

8,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

 

 

 

 

5


 

Table of Contents

Envestnet, Inc.

Condensed Consolidated Statement of Equity

(in thousands, except share information)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Treasury Stock

 

Additional

 

Other

 

 

 

 

Non-

 

Total

 

 

 

    

 

 

    

Common

    

 

 

    

Paid-in

    

Comprehensive

    

Accumulated

    

controlling

 

Stockholders’

 

 

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Income

    

Deficit

    

Interest

    

Equity

Balance, December 31, 2015

 

53,925,415

 

$

270

 

(11,946,289)

 

$

(20,654)

 

$

474,726

 

$

194

 

$

(15,007)

 

$

398

 

$

439,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

348,245

 

 

1

 

 —

 

 

 —

 

 

3,165

 

 

 —

 

 

 —

 

 

 —

 

 

3,166

Issuance of common stock - vesting of restricted stock units

 

1,005,639

 

 

5

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

5

Stock-based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 

25,168

 

 

 —

 

 

 —

 

 

 —

 

 

25,168

Excess tax benefits from stock-based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 

1,470

 

 

 —

 

 

 —

 

 

 —

 

 

1,470

Purchase of treasury stock for stock-based minimum tax withholdings

 

 —

 

 

 —

 

(371,545)

 

 

(9,517)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(9,517)

Common stock shares repurchased

 

 —

 

 

 —

 

(43,610)

 

 

(1,448)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,448)

Foreign currency translation loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(122)

 

 

 —

 

 

 —

 

 

(122)

Losses on foreign currency contracts designated as cash flow hedges reclassified to earnings

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(204)

 

 

 —

 

 

 —

 

 

(204)

Net loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(22,993)

 

 

 —

 

 

(22,993)

Balance, September 30, 2016

 

55,279,299

 

$

276

 

(12,361,444)

 

$

(31,619)

 

$

504,529

 

$

(132)

 

$

(38,000)

 

$

398

 

$

435,452

 

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

 

 

6


 

Table of Contents

Envestnet, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30,

 

    

2016

    

2015

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

(22,993)

 

$

8,349

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

 

 

 

 

 

 

Depreciation and amortization

 

 

49,872

 

 

17,215

Deferred rent and lease incentive

 

 

(324)

 

 

628

Provision for doubtful accounts

 

 

369

 

 

31

Deferred income taxes

 

 

(10,273)

 

 

(264)

Stock-based compensation expense

 

 

25,872

 

 

10,157

  Excess tax benefits from stock-based compensation expense

 

 

(1,470)

 

 

(18,010)

Non-cash interest expense

 

 

6,955

 

 

7,081

Accretion on contingent consideration

 

 

143

 

 

794

Fair market value adjustment on contingent consideration

 

 

838

 

 

(3,791)

Loss allocation from equity method investment

 

 

1,130

 

 

 —

Loss on disposal of fixed assets

 

 

220

 

 

 —

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Fees and other receivables

 

 

4,077

 

 

(4,817)

Prepaid expenses and other current assets

 

 

(4,960)

 

 

4,534

Other non-current assets

 

 

(4,271)

 

 

(1,024)

Accrued expenses and other liabilities

 

 

275

 

 

(2,068)

Accounts payable

 

 

124

 

 

113

Deferred revenue

 

 

1,959

 

 

7,331

Other non-current liabilities

 

 

4,337

 

 

(428)

Net cash provided by operating activities

 

 

51,880

 

 

25,831

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(10,839)

 

 

(6,852)

Capitalization of internally developed software

 

 

(6,217)

 

 

(3,782)

Investment in private company

 

 

(738)

 

 

(1,500)

Purchase of ERS units

 

 

(1,500)

 

 

(100)

Acquisition of businesses, net of cash acquired

 

 

(18,394)

 

 

(27,332)

Net cash used in investing activities

 

 

(37,688)

 

 

(39,566)

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from borrowings on revolving credit facility

 

 

25,000

 

 

 —

Payment on revolving credit facility

 

 

(25,000)

 

 

 —

Payments of contingent consideration

 

 

(2,924)

 

 

(7,219)

Payment of term notes

 

 

(6,000)

 

 

 —

Issuance of redeemable units in ERS

 

 

 —

 

 

900

Proceeds from exercise of stock options

 

 

3,166

 

 

7,448

Excess tax benefits from stock-based compensation expense

 

 

1,470

 

 

18,010

Purchase of treasury stock for stock-based minimum tax withholdings

 

 

(9,517)

 

 

(6,812)

Common stock acquired under the share repurchase program

 

 

(1,448)

 

 

 —

Issuance of restricted stock units

 

 

5

 

 

2

Net cash provided by (used in) financing activities

 

 

(15,248)

 

 

12,329

 

 

 

 

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(1,056)

 

 

(1,406)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

51,718

 

 

209,754

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

50,662

 

$

208,348

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information - net cash paid (refunded) during the period for income taxes

 

$

(175)

 

$

937

Supplemental disclosure of cash flow information - cash paid during the period for interest

 

 

5,390

 

 

2,454

Supplemental disclosure of non-cash operating, investing and financing activities:

 

 

 

 

 

 

Contingent consideration issued in a business acquisition

 

 

1,929

 

 

2,363

Stock and stock options issued in acquisition of business

 

 

 —

 

 

8,930

Purchase liabilities included in accrued expenses

 

 

 —

 

 

3,520

Leasehold improvements funded by lease incentive

 

 

1,522

 

 

330

Purchase of fixed assets included in accounts payable

 

 

 —

 

 

209

 

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

 

7


 

Table of Contents

Envestnet, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands, except share and per share amounts)

 

1.Organization and Description of Business

 

Envestnet, Inc. (“Envestnet”) and its subsidiaries (collectively, the “Company”) provide open-architecture wealth management services and technology to independent financial advisors and financial institutions. These services and related technology are provided via Envestnet’s wealth management software, Envestnet | PMC®, Envestnet | Tamarac™, Vantage Reporting Solution™, Envestnet | WMS™, Envestnet | Placemark™, Envestnet | Retirement Solutions, Envestnet | Yodlee™ and Envestnet | Finance Logix™.

 

We offer these solutions principally through the following product and services suites:

 

·

Envestnet | Advisor Suite™ empowers advisors to better manage client outcomes and strengthen their practice. Our software unifies the applications and services advisors use to manage their practice and advise their clients, including data aggregation; financial planning; capital markets assumptions; asset allocation guidance; research and due diligence on investment managers and funds; portfolio management, trading and rebalancing; multicustodial, aggregated performance reporting; and billing calculation and administration.

 

·

Envestnet | PMC®, our Portfolio Management Consultants group, primarily engages in consulting services aimed at providing financial advisors with additional support in addressing their clients’ needs, as well as the creation of investment solutions and products. Envestnet | PMC’s investment solutions and products include managed account and multimanager portfolios, mutual fund portfolios and Exchange Traded Funds (“ETF”) portfolios.  Envestnet | PMC offers Prima Premium Research, comprising institutionalquality research and due diligence on investment managers, mutual funds, ETFs and liquid alternatives funds.  Envestnet | PMC also offers Placemark Overlay Services which includes patented portfolio overlay and tax optimization services.

 

·

Envestnet | Vantage™ software aggregates and manages investment data, provides performance reporting and benchmarking, giving advisors an indepth view of clients’ various investments, empowering advisors to give holistic, personalized advice and consulting.

 

·

Envestnet | Advisor Now™ offers a private-labeled investor engagement technology enabling advisors to deliver a compelling digital wealth management experience to their clients.

 

·

Envestnet | Finance Logix™ provides financial planning and wealth management software solutions to banks, broker-dealers and RIAs.

 

·

Envestnet | Tamarac™ provides leading portfolio accounting, rebalancing, trading, performance reporting and client relationship management (“CRM”) software, principally to highend RIAs.

 

·

Envestnet | Retirement Solutions (“ERS”) offers a comprehensive suite of services designed specifically for retirement plan professionals. With our integrated technology, ERS addresses the regulatory, data, and investment needs of retirement plans and delivers the information holistically.

 

·

Envestnet | Yodlee™ is a leading data aggregation and data analytics platform powering dynamic, cloud-based innovation for digital financial services.

 

Through these platform and service offerings, the Company provides open-architecture support for a wide range of investment products (separately managed accounts, multi-manager accounts, mutual funds, exchange-traded funds, stock baskets, alternative investments, and other fee-based investment solutions) from Envestnet | PMC and other leading investment providers via multiple custodians, and also account administration and reporting services.

 

Envestnet operates five RIAs and a registered broker-dealer. The RIAs are registered with the Securities and Exchange Commission (“SEC”). The broker-dealer is registered with the SEC, all 50 states and the District of Columbia and is a member of the Financial Industry Regulatory Authority (“FINRA”).

 

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2.Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 have not been audited by an independent registered public accounting firm. These unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2015 and reflect all normal recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of September 30, 2016 and the results of operations, equity and cash flows for the periods presented herein. The unaudited condensed consolidated balance sheet as of September 30, 2016 was derived from the Company’s audited financial statements for the year ended December 31, 2015 but does not include all disclosures, including notes required by accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of Envestnet and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Accounts denominated in a non-U.S. currency have been re-measured using the U.S. dollar as the functional currency. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year.

 

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016.

 

The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions related to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with GAAP. Areas requiring the use of management estimates relate to revenue recognition, valuations and assumptions used for impairment testing of goodwill, intangible and other long-lived assets, fair value of restricted stock and stock options issued, fair value of contingent consideration, realization of deferred tax assets, uncertain tax positions, fair value of the liability portion of the convertible debt and assumptions used to allocate purchase prices in business combinations. Actual results could differ materially from these estimates under different assumptions or conditions.

 

Share repurchase program – On February 25, 2016, the Company announced that its Board of Directors had authorized a share repurchase program under which the Company may repurchase up to 2,000,000 shares of its common stock. The timing and volume of share repurchases will be determined by the Company’s management based on its ongoing assessments of the capital needs of the business, the market price of its common stock and general market conditions. No time limit has been set for the completion of the repurchase program, and the program may be suspended or discontinued at any time. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market (including pursuant to a “Rule 10b5-1 plan”), in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other transactions or otherwise, all in compliance with applicable laws and other restrictions. As of September 30, 2016, 1,956,390 shares could still be purchased under this program.

 

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers,” which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers.

 

The original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter of 2017. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company will adopt the standard in its first quarter of 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of the adoption of the new revenue standard on its consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis,” which amends the consolidation requirements in ASC 810. These changes became effective for the Company’s fiscal year beginning January 1, 2016. The adoption of this standard did not have a material impact on its condensed consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs related to a recognized debt liability be presented as a reduction to the carrying amount of that debt liability, not as an

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asset. The Company adopted the guidance for the Company’s fiscal year beginning January 1, 2016 and resulted in a decrease in current assets and current liabilities of $1,936 and decreases in non-current assets and non-current liabilities of $7,380 in the prior year.

 

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as non-current. The updated guidance became effective under early adoption for the Company’s fiscal year beginning January 1, 2015 and resulted in a reclassification of $4,654 from current deferred tax assets to non-current deferred tax assets in the prior year.

 

In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. This standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. This standard is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years.  These changes became effective for the Company’s fiscal year beginning January 1, 2016 and have been reflected in these financial statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases”. This update amends the requirements for assets and liabilities recognized for all leases longer than twelve months. Lessees will be required to recognize a lease liability measured on a discounted basis, which is the lessee’s obligation to make lease payments arising from the lease, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The Company is currently evaluating the potential impact of this guidance on our consolidated financial statements.

 

In March 2016, The FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”. This update is intended to reduce the cost and complexity of accounting for share-based payments; however, some changes may also increase volatility in reported earnings. Under the new guidance, all excess tax benefits and deficiencies will be recorded as an income tax benefit or expense in the income statement and excess tax benefits will be recorded as an operating activity in the statement of cash flows. The new guidance also allows withholding up to the maximum individual statutory tax rate without classifying the awards as a liability. The cash paid to satisfy the statutory income tax withholding obligation will be classified as a financing activity in the statement of cash flows. Lastly, the update allows forfeitures to be estimated or recognized when they occur. The requirements for the excess tax effects related to share-based payments at settlement must be applied on a prospective basis, and the other requirements under this standard are to be applied on a retrospective basis. This standard will be effective for financial statements issued by public companies for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the potential impact of this guidance on our consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,” which clarifies eight specific cash flow issues in an effort to reduce diversity in practice in how certain transactions are classified within the statement of cash flows. This ASU is effective for the Company January 1, 2018 with early adoption permitted. Upon adoption, the ASU requires a retrospective application unless it is determined that it is impractical to do so for which it must be retrospectively applied at the earliest date practical. Upon adoption, the Company does not anticipate significant changes to the Company's existing accounting policies or presentation of the consolidated statements of cash flows.

 

3.Business Acquisitions

 

FinaConnect, Inc.

On February 1, 2016 Envestnet acquired all of the outstanding shares of capital stock of FinaConnect, Inc. (“FinaConnect”).  FinaConnect is a software as a services (SaaS) platform that provides reporting and practice management capabilities to financial professionals servicing the retirement plan market and is the technology platform supporting the ERS service offering.  FinaConnect is included in the Envestnet segment.

The Company acquired FinaConnect with plans to combine the FinaConnect assets with ERS.  In addition to adding the client list serviced directly by FinaConnect, the goodwill arising from the acquisition represents the advantage of ownership of the technology powering the ERS solution, removal of ongoing licensing payments made to FinaConnect and the full integration of the knowledge and experience of the FinaConnect workforce. The goodwill is deductible for income tax purposes.

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In connection with the acquisition of FinaConnect, the Company paid upfront cash consideration of $6,425 and Company is required to pay contingent consideration of four times the incremental revenue on a certain book of business for the next two years, not to exceed a total amount of $3,500.

 

The preliminary estimated consideration transferred in the acquisition was as follows:

 

 

 

 

 

Cash consideration

    

$

6,425

Contingent consideration liability

 

 

1,929

Working capital adjustment

 

 

269

Cash acquired

 

 

(1)

Total

 

$

8,622

The estimated fair values of certain working capital balances, contingent consideration, deferred revenue, identifiable intangible assets and goodwill are provisional and are based on the information that was available as of the acquisition date. The estimated fair values of these provisional items are based on certain internal valuations and are not yet at the point where there is sufficient information for a definitive measurement. The Company believes the preliminary information provides a reasonable basis for estimating the fair values of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements of fair values reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation of contingent consideration, deferred revenue, deferred income taxes and intangible assets, and complete the acquisition accounting as soon as practicable but no later than January 31, 2017.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the adjustments made since the date of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement

 

 

 

 

 

Preliminary

 

Period

 

Estimate as of

 

 

Estimate

 

Adjustments

 

September 30, 2016

Total tangible assets acquired

    

$

136

 

$

147

 

$

283

Total liabilities assumed

 

 

(556)

 

 

83

 

 

(473)

Identifiable intangible assets

 

 

5,425

 

 

 —

 

 

5,425

Goodwill

 

 

3,617

 

 

(230)

 

 

3,387

Total net assets acquired

 

$

8,622

 

$

 —

 

$

8,622

 

A summary of preliminary intangible assets acquired, estimated useful lives and amortization methods are as follows:

 

 

 

 

 

 

 

 

 

    

    

 

    

 

    

Amortization

 

 

Amount

    

Useful Life in Years

 

Method

Customer list

 

$

4,300

    

12

 

Accelerated

Proprietary technology

 

 

800

 

5

 

Straight-line

Trade names and domains

 

 

325

 

2

 

Straight-line

Total

 

$

5,425

 

 

 

 

 

The results of FinaConnect’s operations are included in the condensed consolidated statement of operations beginning February 1, 2016, and are not considered material to the Company’s results of operations.

 

Castle Rock Innovations, Inc.

On August 31, 2015, the Company acquired all of the outstanding shares of capital stock of Castle Rock Innovations, Inc., a Delaware corporation (“Castle Rock”). Castle Rock provides data aggregation and plan benchmark solutions to retirement plan record-keepers, broker-dealers, and advisors.

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The Company acquired Castle Rock with plans to combine the Castle Rock offering into ERS. Castle Rock’s AXIS Retirement Plan Analytics Platform enables retirement plan fiduciaries to comply with 408(b)(2) and 404a-5 regulatory fee disclosure reporting requirements. The AXIS platform offers a single web-based interface and data repository to service the reporting needs of all types of retirement plans, and can be integrated with all record-keeping systems. AXIS also includes features for editing and generating reports for filings, reporting plan expenses, and comparing retirement plans and participants to those of their peers by industry, company size, and other characteristics. The goodwill arising from the acquisition represents the expected synergistic benefits of the transaction and the knowledge and experience of the workforce in place. The goodwill is not deductible for income tax purposes.

 

The estimated consideration transferred in the acquisition was as follows:

 

 

 

 

 

Cash consideration

    

$

6,190

Contingent consideration liability

 

 

1,500

Cash acquired

 

 

(320)

Total

 

$

7,370

In connection with the acquisition of Castle Rock, the Company is required to pay contingent consideration of 40% of the first annual post-closing period revenues minus $100,  35% of the second annual post-closing period revenue minus $100 and 30% of the third annual post-closing period revenue minus $100. The Company recorded a preliminary estimated liability as of the date of acquisition of $1,500, which represented the estimated fair value of contingent consideration on the date of acquisition and is considered a Level III fair value measurement as described in Note 9.  

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the adjustments made since the date of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement

 

 

 

 

 

Preliminary

 

Period

 

As of

 

 

Estimate

 

Adjustments

 

September 30, 2016

Total tangible assets acquired

    

$

255

 

$

(112)

 

$

143

Total liabilities assumed

 

 

(1,305)

 

 

 —

 

 

(1,305)

Identifiable intangible assets

 

 

3,400

 

 

500

 

 

3,900

Goodwill

 

 

5,020

 

 

(388)

 

 

4,632

Total net assets acquired

 

$

7,370

 

$

 —

 

$

7,370

 

A summary of intangible assets acquired, estimated useful lives and amortization method is as follows:

 

 

 

 

 

 

 

 

 

 

    

    

 

    

 

    

Amortization

 

 

 

Amount

 

Useful Life in Years

 

Method

 

Customer list

 

$

3,000

 

12

 

Accelerated

 

Proprietary technology

 

 

800

 

5

 

Straight-line

 

Trade names and domains

 

 

100

 

4

 

Straight-line

 

Total

 

$

3,900

 

 

 

 

 

 

For the three and nine months ended September 30, 2016, acquisition related costs for Castle Rock totaled $25 and $110 respectively, and are included in general and administration expenses. The Company may incur additional acquisition related costs during 2016.

 

 On September 1, 2015, ERS accepted the subscription of certain former owners of Castle Rock (the “Castle Rock Parties”) to purchase a 6.5% ownership interest of ERS for $900.  The Castle Rock Parties have the right to require ERS to repurchase units issued pursuant to the subscription in approximately 36 months after September 1, 2015 for the amount of $900.  This purchase obligation is guaranteed by the Company and is reflected outside of permanent equity in the condensed consolidated balance sheet.

 

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Yodlee, Inc.

 

On November 19, 2015, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated August 10, 2015, among Yodlee, the Company and Yale Merger Corp. (“Merger Sub”), a wholly owned subsidiary of Envestnet, Merger Sub was merged (the “Merger”) with and into Yodlee with Yodlee continuing as a wholly owned subsidiary of Envestnet.

 

Yodlee, operating as Envestnet | Yodlee, is a leading data aggregation and data analytics platform powering dynamic, cloud-based innovation for digital financial services. Yodlee powers digital financial solutions for over 22 million paid subscribers and over 1,000 financial institutions, financial technology innovators and financial advisory firms. Founded in 1999, the company has built a network of over 15,500 data sources and been awarded 78 patents.

Under the terms of the Merger Agreement, Yodlee stockholders received $11.51 in cash and 0.1889 of a share of Envestnet common stock per Yodlee share.  Based upon the volume weighted average price per share of Envestnet common stock for the ten consecutive trading days ending on (and including) November 17, 2015, the second trading day immediately prior to completion of the Merger, Yodlee stockholders received total consideration with a value of $17.49 per share.

Net cash consideration totaled approximately $375,658 and the Company issued approximately 5,974,000 shares of Envestnet common stock to Yodlee stockholders in the Merger.  Holders of 577,829 shares of Yodlee common stock exercised their statutory appraisal rights under Delaware law.  As of December 31, 2015 the Company recognized a liability in the amount of $10,061, which represented $17.49 in cash for each share of Yodlee common stock held by them.  Although the Company believed the fair value of these shares did not exceed the consideration paid in the Acquisition, nevertheless, during the first quarter of 2016, the Company settled the appraisal claim in order to avoid the costs, uncertainties, disruptions and distraction of potential litigation.  The difference between the liability as of December 31, 2015 and the settlement amount resulted in an increase to goodwill and total consideration paid.

The Company acquired Yodlee to enhance the Company’s wealth management solutions with a deeply integrated data aggregation capability, expand the Company’s addressable market by delivering the Company’s wealth management solutions to Yodlee’s clients and partners, and benefit from the revenue potential resulting from Yodlee’s fast growing data analytics solutions.

The goodwill arising from the acquisition represents the expected synergistic benefits of the transaction, primarily related to an increase in future revenues as a result of potential cross selling opportunities and new lines of business, as well as lower future operating expenses.  The goodwill is also related to the knowledge and experience of the workforce in place. The goodwill is not deductible for income tax purposes.

The preliminary estimated consideration transferred in the acquisition was as follows:

 

 

 

 

Cash consideration

    

$

375,658

Stock consideration

 

 

186,522

Attribution of the fair market value of replacement awards

 

 

4,318

Cash acquired

 

 

(63,234)

Total

 

$

503,264

In connection with the Yodlee merger, the Company issued 1,052,000 shares of Envestnet restricted stock awards (“replacement awards”) in connection with unvested Yodlee employee equity awards. The Yodlee unvested stock options and unvested restricted stock units were canceled and exchanged for the replacement awards. In accordance with ASC 805, these awards are considered to be replacement awards. Exchanges of share options or other share-based payment awards in conjunction with a business combination are modifications of share-based payment awards in accordance with ASC Topic 718. As a result, a portion of the fair-value-based measure of Envestnet’s replacement awards are included in measuring the consideration transferred in the business combination. To determine the portion of the replacement award that is part of consideration transferred to acquire Yodlee, we have measured both the replacement awards granted by Envestnet and the historical Yodlee awards as of November 19, 2015 in accordance with ASC 718. The portion of the fair-value-based measure of the replacement award that is part of the consideration transferred in exchange for the acquisition of Yodlee, equals the portion of the Yodlee award that is attributable to pre-combination service. Envestnet is attributing a portion of the replacement awards to post-combination service as these awards require post-combination service. The fair value of the replacement awards was estimated to be $32,836 of which $4,318 was attributable to pre-acquisition services. The remaining fair value of $28,518 will be amortized over a period of 43 months subsequent to the acquisition date.

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The estimated fair values of certain working capital balances, property and equipment, deferred revenue, deferred income taxes, unrecognized tax benefits, attribution of the fair market value of replacement awards, identifiable intangible assets and goodwill are provisional and are based on the information that was available as of the acquisition date. The estimated fair values of these provisional items are based on certain valuation and other studies and are in progress and not yet at the point where there is sufficient information for a definitive measurement. The Company believes the preliminary information provides a reasonable basis for estimating the fair values of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements of fair values reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation of tangible assets and liabilities, identifiable intangible assets and goodwill and complete the acquisition accounting as soon as practicable but no later than November 18, 2016.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the cumulative adjustments made since the date of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measurement

 

 

 

 

 

Preliminary

 

Period

 

As of

 

 

Estimate

 

Adjustments

 

September 30, 2016

Total tangible assets acquired

 

$

33,815

 

$

2,799

 

$

36,614

Total liabilities assumed

 

 

(55,240)

 

 

 —

 

 

(55,240)

Identifiable intangible assets

 

 

237,000

 

 

 —

 

 

237,000

Goodwill

 

 

286,049

 

 

(1,159)

 

 

284,890

Total net assets acquired

 

$

501,624

 

$

1,640

 

$

503,264

 

A preliminary summary of intangible assets acquired, estimated useful lives and amortization method is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

 

Amount

 

Useful Life in Years

 

Method

 

Customer list

 

$

178,000

 

12

 

Accelerated

 

Backlog

 

 

11,000

 

4

 

Accelerated

 

Proprietary technology

 

 

35,000

 

5

 

Straight-line

 

Trade names

 

 

13,000

 

6

 

Straight-line

 

Total

 

$

237,000

 

 

 

 

 

The results of Envestnet | Yodlee’s operations are included in the condensed consolidated statement of operations beginning November 20, 2015. Envestnet | Yodlee’s revenues for the three and nine month periods ended September 30, 2016 totaled $34,644 and $94,267, respectively. Envestnet | Yodlee’s  pre-tax loss for the three and nine month periods ended September 30, 2016 totaled $8,416 and $33,728, respectively. The pre-tax losses include estimated acquired intangible asset amortization of $8,571 and $25,712 for the three and nine month periods ended September 30, 2016, respectively.

For the three and nine month periods ended September 30, 2016, acquisition related costs for Yodlee totaled $214 and $1,788, respectively, and are included in general and administration expenses. The Company will incur additional acquisition related costs during 2016.

Pro forma results for Envestnet, Inc. giving effect to the Finance Logix, Castle Rock and Yodlee acquisitions

The acquisition accounting for Finance Logix was completed in 2015 and therefore the business acquisition disclosure does not appear in Note 3.  The following pro forma financial information presents the combined results of operations of Envestnet, Finance Logix, Castle Rock and Yodlee for the three and nine month periods ended September 30, 2015. The pro forma financial information presents the results as if the acquisitions had occurred as of the beginning of 2015. The results of FinaConnect are not included in the pro forma financial information presented below as the FinaConnect acquisition was not considered material to the Company’s results of operations.

The unaudited pro forma results presented include amortization charges for acquired intangible assets, stock-based compensation expense and the related tax effect on the aforementioned items.

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Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2015.

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

Revenues

$

132,389

 

$

384,154

Net loss

 

(6,505)

 

 

(21,587)

Net loss per share:

 

 

 

 

 

Basic

 

(0.15)

 

 

(0.51)

Diluted

 

(0.15)

 

 

(0.51)

 

 

 

4.      Property and Equipment

 

Property and equipment consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

    

December 31,

 

    

Estimated Useful Life

    

2016

    

2015

Cost:

 

 

 

 

 

 

 

 

 

Computer equipment and software

 

3

years

 

$

52,518

 

$

44,470

Office furniture and fixtures

 

7

years

 

 

7,024

 

 

5,785

Leasehold improvements

 

Shorter of the lease term or useful life of the asset

 

 

17,924

 

 

15,123

Other office equipment