Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance sheet as of June 30, 2008 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 are based on the historical financial statements of Advent Software, Inc. and Tamale Software, Inc. after giving effect to Advent’s acquisition of Tamale on October 1, 2008 as more fully described at Item 2.01 of this Form 8-K/A and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet as of June 30, 2008 is presented as if the acquisition of Tamale had occurred on June 30, 2008.
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2008 and year ended December 31, 2007 are presented as if the Tamale acquisition had occurred on January 1, 2007 and were carried forward through each of the respective periods.
The acquisition has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined financial statements, is allocated to the net tangible and intangible assets acquired and liabilities assumed based on various estimates. These preliminary estimates and assumptions are subject to change during the purchase price allocation period (generally one year from the acquisition date) as we finalize the valuations of net tangible assets, intangible assets and in-process research and development acquired.
The unaudited pro forma condensed combined financial statements have been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and are not necessarily indicative of the consolidated financial position or results of operation in future periods or the results that actually would have been realized had Advent and Tamale been a combined company during the specified periods. Certain reclassification adjustments have been made in the presentation of Tamale historical amounts to conform Tamale’s financial statement basis of presentation to that followed by Advent. The unaudited pro forma condensed combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with Advent’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2007 and its Form 10-Q for the three months ended June 30, 2008, and Tamale’s historical consolidated financial statements for the year ended December 31, 2007 and for the six months ended June 30, 2008, which are included as Exhibits 99.2 and 99.3, respectively, to this Form 8-K/A.
ADVENT SOFTWARE, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET OF ADVENT AND TAMALE
As of June 30, 2008
(In thousands)
(Unaudited)
| | Historical | | Pro Forma | |
| | Advent | | Tamale | | Adjustments | | | Combined | |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 82,443 | | $ | 262 | | $ | (28,043 | ) | (a) | $ | 54,662 | |
Accounts receivable, net | | 41,401 | | 1,260 | | — | | | 42,661 | |
Deferred taxes, current | | 10,288 | | — | | — | | | 10,288 | |
Prepaid expenses and other | | 19,949 | | 655 | | (193 | ) | (d) | 20,411 | |
Total current assets | | 154,081 | | 2,177 | | (28,236 | ) | | 128,022 | |
Property and equipment, net | | 33,558 | | 744 | | — | | | 34,302 | |
Goodwill | | 108,600 | | — | | 49,858 | | (b) | 158,458 | |
Other intangibles, net | | 7,644 | | — | | 22,900 | | (b) | 30,544 | |
Deferred taxes, long-term | | 70,980 | | — | | 4,393 | | (l) | 75,373 | |
Notes receivable, related parties | | — | | 249 | | (249 | ) | (i) | — | |
Other assets, net | | 11,122 | | 472 | | — | | | 11,594 | |
| | | | | | | | | | |
Total assets | | $ | 385,985 | | $ | 3,642 | | $ | 48,666 | | | $ | 438,293 | |
| | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable | | $ | 7,417 | | $ | 97 | | $ | — | | | $ | 7,514 | |
Accrued liabilities | | 23,734 | | 489 | | 460 | | (c) | 24,683 | |
Deferred revenues | | 124,287 | | 2,440 | | (750 | ) | (d) | 125,977 | |
Income taxes payable | | 3,065 | | — | | — | | | 3,065 | |
Total current liabilities | | 158,503 | | 3,026 | | (290 | ) | | 161,239 | |
Deferred income taxes | | 811 | | — | | 9,602 | | (e) | 10,413 | |
Deferred revenue, long-term | | 6,336 | | — | | — | | | 6,336 | |
Other long-term liabilities | | 16,195 | | 66 | | — | | | 16,261 | |
| | | | | | | | | | |
Total liabilities | | 181,845 | | 3,092 | | 9,312 | | | 194,249 | |
| | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | |
| | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | |
Common stock | | 268 | | 2 | | (2 | ) | (f) | 277 | |
| | | | | | 9 | | (g) | | |
| | | | | | | | | | |
Subscription receivable | | — | | (251 | ) | 251 | | (i) | — | |
| | | | | | | | | | |
Additional paid-in capital | | 338,843 | | 13,485 | | (13,485 | ) | (f) | 378,738 | |
| | | | | | 39,895 | | (g) | | |
| | | | | | | | | | |
Accumulated deficit | | (151,695 | ) | (12,686 | ) | 12,686 | | (f) | (151,695 | ) |
| | | | | | | | | | |
Accumulated other comprehensive income | | 16,724 | | — | | — | | | 16,724 | |
| | | | | | | | | | |
Total stockholders’ equity | | 204,140 | | 550 | | 39,354 | | | 244,044 | |
| | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 385,985 | | $ | 3,642 | | $ | 48,666 | | | $ | 438,293 | |
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these financial statements.
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ADVENT SOFTWARE, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF ADVENT AND TAMALE
For the year ended December 31, 2007
(In thousands, except per share data)
(Unaudited)
| | Historical | | Pro Forma | |
| | Advent | | Tamale | | Adjustments | | | Combined | |
| | | | | | | | | | |
Net revenues: | | | | | | | | | | |
Term license, maintenance and other recurring | | $ | 166,540 | | $ | 6,402 | | $ | — | | | $ | 172,942 | |
Perpetual license fees | | 26,504 | | — | | — | | | 26,504 | |
Professional services and other | | 22,259 | | 328 | | — | | | 22,587 | |
| | | | | | | | | | |
Total net revenues | | 215,303 | | 6,730 | | — | | | 222,033 | |
| | | | | | | | | | |
Cost of revenues: | | | | | | | | | | |
Term license, maintenance and other recurring | | 38,008 | | 2,592 | | — | | | 40,600 | |
Perpetual license fees | | 851 | | — | | — | | | 851 | |
Professional services and other | | 27,464 | | 253 | | — | | | 27,717 | |
Amortization of developed technology | | 1,567 | | — | | 2,920 | | (h) | 4,487 | |
| | | | | | | | | | |
Total cost of revenues | | 67,890 | | 2,845 | | 2,920 | | | 73,655 | |
| | | | | | | | | | |
Gross margin | | 147,413 | | 3,885 | | (2,920 | ) | | 148,378 | |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | 55,422 | | 2,258 | | — | | | 57,680 | |
Product development | | 41,869 | | 3,752 | | — | | | 45,621 | |
General and administrative | | 34,799 | | 2,410 | | — | | | 37,209 | |
Amortization of other intangibles | | 1,879 | | — | | 1,218 | | (h) | 3,097 | |
Acquired in-process research and development | | 150 | | — | | — | | | 150 | |
Restructuring charges | | 965 | | — | | — | | | 965 | |
| | | | | | | | | | |
Total operating expenses | | 135,084 | | 8,420 | | 1,218 | | | 144,722 | |
| | | | | | | | | | |
Income (loss) from operations | | 12,329 | | (4,535 | ) | (4,138 | ) | | 3,656 | |
| | | | | | | | | | |
Interest expense | | (1,181 | ) | — | | — | | | (1,181 | ) |
Interest income and other, net | | 1,966 | | 170 | | (1,219 | ) | (a) | 917 | |
Gain on sale of equity investments, net | | 3,680 | | — | | — | | | 3,680 | |
| | | | | | | | | | |
Income (loss) before income taxes | | 16,794 | | (4,365 | ) | (5,357 | ) | | 7,072 | |
| | | | | | | | | | |
Provision for (benefit from) income taxes | | 4,163 | | — | | (1,899 | ) | (j) | (66 | ) |
| | | | | | (2,330 | ) | (k) | | |
| | | | | | | | | | |
Net income | | $ | 12,631 | | $ | (4,365 | ) | $ | (1,128 | ) | | $ | 7,138 | |
| | | | | | | | | | |
Net income per share: | | | | | | | | | | |
Basic | | $ | 0.48 | | | | | | | $ | 0.26 | |
Diluted | | $ | 0.45 | | | | | | | $ | 0.25 | |
| | | | | | | | | | |
Weighted average shares used to compute basic and diluted net income per share | | | | | | | | | | |
Basic | | 26,495 | | | | 906 | | | 27,401 | |
Diluted | | 28,067 | | | | 906 | | | 28,973 | |
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these financial statements.
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ADVENT SOFTWARE, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF ADVENT AND TAMALE
For the six months ended June 30, 2008
(In thousands, except per share data)
(Unaudited)
| | Historical | | Pro Forma | |
| | Advent | | Tamale | | Adjustments | | | Combined | |
Net revenues: | | | | | | | | | | |
Term license, maintenance and other recurring | | $ | 99,977 | | $ | 4,440 | | $ | — | | | $ | 104,417 | |
Perpetual license fees | | 10,867 | | — | | — | | | 10,867 | |
Professional services and other | | 14,656 | | 438 | | — | | | 15,094 | |
| | | | | | | | | | |
Total net revenues | | 125,500 | | 4,878 | | — | | | 130,378 | |
| | | | | | | | | | |
Cost of revenues: | | | | | | | | | | |
Term license, maintenance and other recurring | | 22,313 | | 1,484 | | — | | | 23,797 | |
Perpetual license fees | | 541 | | — | | — | | | 541 | |
Professional services and other | | 16,245 | | 236 | | — | | | 16,481 | |
Amortization of developed technology | | 1,454 | | — | | 1,460 | | (h) | 2,914 | |
| | | | | | | | | | |
Total cost of revenues | | 40,553 | | 1,720 | | 1,460 | | | 43,733 | |
| | | | | | | | | | |
Gross margin | | 84,947 | | 3,158 | | (1,460 | ) | | 86,645 | |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | 31,016 | | 1,140 | | — | | | 32,156 | |
Product development | | 25,898 | | 2,480 | | — | | | 28,378 | |
General and administrative | | 18,459 | | 1,014 | | — | | | 19,473 | |
Amortization of other intangibles | | 729 | | — | | 609 | | (h) | 1,338 | |
Restructuring charges | | 55 | | — | | — | | | 55 | |
| | | | | | | | | | |
Total operating expenses | | 76,157 | | 4,634 | | 609 | | | 81,400 | |
| | | | | | | | | | |
Income (loss) from operations | | 8,790 | | (1,476 | ) | (2,069 | ) | | 5,245 | |
Interest and other income, net | | 3,786 | | 18 | | (472 | ) | (a) | 3,332 | |
| | | | | | | | | | |
Income (loss) before income taxes | | 12,576 | | (1,458 | ) | (2,541 | ) | | 8,577 | |
| | | | | | | | | | |
Provision for income taxes | | 2,586 | | — | | (607 | ) | (j) | 922 | |
| | | | | | (1,057 | ) | (k) | | |
| | | | | | | | | | |
Net income (loss) | | $ | 9,990 | | $ | (1,458 | ) | $ | (877 | ) | | $ | 7,655 | |
| | | | | | | | | | |
Net income per share: | | | | | | | | | | |
Basic | | $ | 0.37 | | | | | | | $ | 0.28 | |
Diluted | | $ | 0.36 | | | | | | | $ | 0.26 | |
| | | | | | | | | | |
Weighted average shares used to compute net income per share: | | | | | | | | | | |
Basic | | 26,641 | | | | 906 | | | 27,547 | |
Diluted | | 28,046 | | | | 906 | | | 28,952 | |
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an integral part of these financial statements.
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NOTES TO PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
Note 1—Basis of Presentation
On October 1, 2008, Advent Software, Inc. (“Advent” or the “Company”) completed the acquisition of Tamale Software, Inc. (“Tamale”). Tamale provides software solutions designed specifically to help investment professionals manage their investment ideas more effectively and easily access all of the firm’s research. The total purchase price of approximately $68 million includes cash of $28 million and 906,000 shares of common stock valued at approximately $40 million.
The unaudited pro forma condensed combined balance sheet at June 30, 2008 is presented to give effect to Advent’s acquisition of Tamale as if the transaction had been consummated on that date. The unaudited pro forma condensed combined balance sheet at June 30, 2008 gives effect to Advent’s acquisition of Tamale using the purchase method of accounting and applies the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined statements of operations of Advent and Tamale for the year ended December 31, 2007 and the six months ended June 30, 2008 are presented as if Advent’s acquisition of Tamale had been consummated on January 1, 2007. The unaudited pro forma condensed combined statements of operations of Advent and Tamale for the year ended December 31, 2007 and six months ended June 30, 2008 have been prepared using the historical consolidated statements of operations data of Advent and Tamale for the year ended December 31, 2007 and the six months ended June 30, 2008 and giving effect to Advent’s acquisition of Tamale using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to these unaudited pro forma condensed combined financial statements.
Note 2—Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect an estimated preliminary purchase price of approximately $68 million, which was comprised of approximately $28 million in cash and 906,000 shares of Advent common stock. For accounting purposes, the stock portion of the consideration is valued at approximately $40 million based on the average closing price of our common stock surrounding the acquisition announcement date of September 4, 2008. The total preliminary purchase price of the Tamale acquisition is as follows (in thousands):
Cash | | $ | 28,043 | |
Fair value of Advent common stock issued | | 39,904 | |
Direct transaction costs | | 460 | |
| | | |
Total preliminary purchase price | | $ | 68,407 | |
Under the purchase method of accounting, the total preliminary purchase price as shown in the table above is allocated to Tamale’s net tangible assets, intangible assets, and in-process research and development based on their estimated fair values as of October 1, 2008. The excess of the purchase price over the net tangible assets, intangible assets, and in-process research and development acquired was recorded as goodwill. The allocation of the purchase price is preliminary because final analyses of the transaction costs, intangible assets, and deferred revenue are not yet complete and are subject to change within the purchase price allocation period (generally one year from the acquisition date). A final determination of required purchase accounting
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adjustments will be made upon the receipt of information required to complete Advent’s analyses, which is expected to occur during the fourth quarter of 2008. The allocation of the preliminary purchase price and the estimated useful lives and first year amortization on an annualized basis associated with certain assets is as follows (in thousands):
| | | | | | Estimated | |
| | | | First Year | | Useful Life | |
| | Amount | | Amortization | | (in years) | |
| | | | | | | |
Net assets | | $ | 458 | | $ | — | | n/a | |
Identifiable intangible assets | | | | | | | |
Existing technology | | 12,100 | | 2,420 | | 5 | |
In-process research and development | | 400 | | — | | n/a | |
Core technology | | 2,500 | | 500 | | 5 | |
Customer contracts and related relationships | | 7,100 | | 888 | | 8 | |
Trade name / trademarks | | 900 | | 180 | | 5 | |
Non-competition agreements | | 300 | | 150 | | 2 | |
Deferred tax assets | | 4,393 | | — | | n/a | |
Deferred tax liabilities | | (9,602 | ) | — | | n/a | |
Goodwill | | 49,858 | | — | | n/a | |
| | | | | | | |
Total preliminary purchase price | | $ | 68,407 | | $ | 4,138 | | | |
Preliminary amortizable intangible assets totaling $22.9 million consist of existing technology, core technology, customer contracts and related relationships, trade name and trademarks, and non-competition agreements with useful lives not exceeding eight years.
Preliminary deferred tax assets of $4.4 million include tax effects of net operating losses.
Preliminary deferred tax liabilities of $9.6 million include tax effects of fair value adjustments related to identifiable intangible assets and deferred revenues.
Preliminary goodwill of $49.9 million represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determined that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.
Note 3—Pro Forma Adjustments
The accompanying unaudited pro forma condensed combined financial statements have been prepared as if the acquisition was completed on June 30, 2008 for balance sheet purposes and on January 1, 2007 for statements of operations purposes and reflect the following pro forma adjustments:
(a) To reflect the estimated cash portion of the purchase price and resulting decrease in interest income based on the weighted average rate of return for the periods presented.
(b) To establish amortizable intangible assets and goodwill resulting from the acquisition.
(c) To record estimated direct transaction costs incurred by Advent.
(d) To record the difference between the fair values and historical carrying amounts of Tamale deferred revenues and deferred costs of revenues. The fair values represent amounts equivalent to the estimated costs plus an appropriate profit margin to fulfill the obligations assumed.
(e) To record deferred tax liability related to identifiable non-goodwill intangible assets and deferred revenue obligations at the applicable local statutory rate.
(f) To eliminate historical stockholders’ equity of Tamale.
(g) To record the estimated fair value of Advent’s shares of common stock issued in the acquisition.
(h) To record the amortization of the intangible assets resulting from the acquisition.
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(i) To record repayment of notes receivable from related parties required to consummate the transaction.
(j) To record the income tax benefit on Tamale losses which the combined company is able to recognize.
(k) To record the income tax impact on pro forma adjustments.
(l) To record the elimination of a valuation allowance on the Tamale deferred tax asset related to net operating losses and other temporary differences.
Certain reclassifications have been made to conform Tamale’s historical financial statement presentation to Advent’s financial statement presentation.
Note 4—Pro Forma Combined Net Income Per Share
Shares used to calculate unaudited pro forma net income per basic and diluted share were computed by adding 906,000 shares issued as a result of the transaction for the periods ended December 31, 2007 and June 30, 2008, respectively, (using the treasury stock method) to Advent’s weighted average shares outstanding.
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