Exhibit 99.2
Virtusa Corporation
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On March 3, 2016 (the “Closing Date”), pursuant to a share purchase agreement (the “SPA”), dated as of November 5, 2015, by and among Virtusa Consulting Services Private Limited (“Virtusa India”), a subsidiary of Virtusa Corporation (“Virtusa” or the “Company”), Polaris Consulting & Services Limited (“Polaris”) and the Promoter Sellers named therein, as amended on February 25, 2016, the Company completed its previously announced purchase of 53,133,127 shares, or approximately 52.9% of the outstanding share capital (51.7% of the fully-diluted capitalization) of Polaris from certain Polaris shareholders for approximately $168.3 million in cash based at an Indian rupee to U.S. dollar conversion rate of 67.70 as of March 2, 2016.
On February 25, 2016, the Company entered into a credit agreement (the “Credit Agreement”) dated as of February 25, 2016, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunners and lead arrangers. The Credit Agreement replaces the Company’s existing $25.0 million credit agreement with JP Morgan Chase Bank, N.A. and provides for a $100.0 million revolving credit facility and a $200.0 million delayed-draw term loan (together, the “Credit Facility”). In connection with the contemplated acquisition of Polaris, on February 25, 2016, the Company drew down the full $200.0 million of the term loan. Interest under these facilities accrues at a rate per annum of LIBOR plus 2.75%, subject to step-downs based on the Company’s ratio of debt to adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense (“EBITDA”). The term of the Credit Agreement is five years from the Closing Date (as defined above), ending February 25, 2021.
Polaris (formerly known as Polaris Financial Technology Limited) is a public limited company domiciled in India. Polaris was founded in 1993 and is headquartered in Chennai, India. Polaris historically had two businesses, the “Product Business” and the “Service Business” that had been managed separately. On September 15, 2014, the Madra High Court in India approved the spin-off of the Product Business pursuant to a Demerger Scheme of Arrangement effective April 1, 2014. After the spin-off, Polaris is primarily engaged in providing IT services and IT-enabled services. As a result, Polaris’s historical financial statements have been prepared for only the Service Business on a carve out basis, which represents the ongoing business that the Company acquired.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2015, the unaudited pro forma condensed combined statement of income for the year ended March 31, 2015 and the nine months ended December 31, 2015, are based on the historical financial statements of Virtusa Corporation and carve-out combined financial statements of the Service business of Polaris Consulting and Services Limited. The unaudited pro forma condensed combined financial statements are presented as if the acquisition of Polaris had occurred as of December 31, 2015 for pro forma condensed combined balance sheet purposes and as if the acquisition of Polaris had occurred on April 1, 2014 for pro forma statement of income purposes.
In connection with the purchase and under applicable India Takeover rules, Virtusa Consulting Services Private Limited (“Virtusa India”) made an unconditional mandatory offer (the “Open Offer”) to the Polaris public shareholders to purchase up to an additional 26.0% of the outstanding shares of Polaris. On April 6, 2016, the Open Offer settled for a total of 26,719,366 shares, or approximately 26% of the outstanding share capital for approximately $89.2 million based on December 31, 2015 exchange rate noted below.
Under applicable Indian rules on Takeovers, Virtusa is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital. Therefore, an additional $75,653 or 22.1% of outstanding shares are reflected in the the unaudited pro forma combined financial statements to reflect the maximum ownership of 75%.
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 Polaris.
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 Polaris 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, 2015, its Quarterly Report on Form 10-Q for the nine months ended December 31, 2015 and the financial statements of the Service Business of Polaris for the year ended March 31, 2015 and the nine months ended December 31, 2015 included herein.
VIRTUSA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands)
| | Virtusa | | Polaris | | Pro forma | | Pro forma | | | |
| | December
31, 2015 | | December 31,
2015 | | Adjustments
Note 3 | | Adjustments
Note 4 | | Pro forma
Combined | |
Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 119,742 | | $ | 40,941 | | $ | 8,881 | (a) | | | $ | 107,686 | |
| | | | | | 185,523 | (a) | | | | |
| | | | | | (171,748 | )(b) | | | | |
| | | | | | | | $ | (75,653 | ) | | |
Short-term investments | | 59,374 | | 12,499 | | — | | — | | 71,873 | |
Accounts receivable, net | | 93,708 | | 40,254 | | — | | — | | 133,962 | |
Unbilled accounts receivable | | 22,591 | | 27,124 | | 3,805 | (c) | — | | 53,520 | |
Prepaid expenses | | 10,486 | | 1,361 | | — | | — | | 11,847 | |
Deferred income taxes | | 7,764 | | 3,313 | | — | | — | | 11,077 | |
Restricted cash | | 23,622 | | 208 | | — | | — | | 23,830 | |
Other current assets | | 13,926 | | 5,947 | | (759 | )(f) | — | | 19,114 | |
Total current assets | | 351,213 | | 131,647 | | 25,702 | | (75,653 | ) | 432,909 | |
| | | | | | | | | | | |
Property and equipment, net | | 40,617 | | 32,101 | | 43,895 | (g) | — | | 116,613 | |
Long-term investments | | 22,080 | | 12,123 | | — | | — | | 34,203 | |
Investments in equity method investee | | — | | 2,825 | | 32 | (e) | — | | 2,857 | |
Deferred income taxes | | 4,842 | | 707 | | (258 | )(d) | — | | 5,291 | |
Goodwill | | 76,432 | | 36,047 | | (36,047 | )(h) | — | | 216,488 | |
| | | | | | 140,056 | (i) | | | | |
Intangible assets, net | | 32,957 | | — | | 32,664 | (i) | — | | 68,071 | |
| | | | | | 2,450 | (i) | | | | |
Other long-term assets | | 5,501 | | 12,904 | | (378 | )(f) | — | | 18,027 | |
Total assets | | $ | 533,642 | | $ | 228,354 | | $ | 208,116 | | $ | (75,653 | ) | $ | 894,459 | |
| | | | | | | | | | | |
Liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 12,401 | | 28,967 | | — | | — | | $ | 41,368 | |
Accrued employee compensation and benefits | | 29,529 | | 7,641 | | — | | — | | 37,170 | |
Accrued expenses and other current liabilities | | 31,408 | | 14,001 | | 8,881 | (a) | — | | 53,545 | |
| | | | | | (745 | )(j) | | | | |
Deferred income taxes | | 210 | | 2,094 | | — | | — | | 2,304 | |
Income taxes payable | | 1,933 | | 11,994 | | — | | — | | 13,927 | |
Total current liabilities | | 75,481 | | 64,697 | | 8,136 | | — | | 148,314 | |
| | | | | | | | | | | |
Deferred income taxes | | 1,958 | | 16 | | 27,377 | (d) | — | | 29,351 | |
Long-term debt | | — | | — | | 185,523 | (a) | — | | 185,523 | |
Long-term liabilities | | 2,959 | | — | | — | | — | | 2,959 | |
Total liabilities | | 80,398 | | 64,713 | | 221,036 | | — | | 366,147 | |
| | | | | | | | | | | |
Stockholders’ equity | | 453,244 | | 156,180 | | (156,180 | )(h) | — | | 453,244 | |
Noncontrolling interest | | — | | 7,461 | | (7,461 | )(k) | | | 75,068 | |
| | | | | | 150,721 | (k) | | | | |
| | | | | | | | (75,653 | ) | | |
Total Stockholders’ equity | | 453,244 | | 163,641 | | (12,920 | ) | (75,653 | ) | 528,312 | |
Total liabilities and stockholders’ equity | | $ | 533,642 | | $ | 228,354 | | $ | 208,116 | | $ | (75,653 | ) | $ | 894,459 | |
See notes to unaudited pro forma condensed combined financial statements.
VIRTUSA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(In thousands, except per share amounts)
| | Virtusa | | Polaris | | | | | |
| | Year Ended | | Year Ended | | Pro forma | | Pro forma | |
| | March 31, 2015 | | March 31, 2015 | | Adjustments Note 3 | | Combined | |
| | | | | | | | | |
Revenue | | $ | 478,986 | | $ | 301,859 | | $ | 2,754 | (l) | $ | 783,599 | |
| | | | | | | | | |
Costs of revenue | | 304,422 | | 226,796 | | (312 | )(o) | 530,906 | |
Gross profit | | 174,564 | | 75,063 | | 3,066 | | 252,693 | |
Total operating expenses | | 121,996 | | 49,159 | | 4,204 | (m) | 179,481 | |
| | | | | | 436 | (n) | | |
| | | | | | (35 | )(o) | | |
| | | | | | 3,721 | (p) | | |
| | | | | | | | | |
Income from operations | | 52,568 | | 25,904 | | (5,260 | ) | 73,212 | |
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest income, net | | 5,264 | | 2,016 | | (5,825 | )(r) | 336 | |
| | | | | | (1,119 | )(r) | | |
Foreign currency transaction (losses) gains | | (357 | ) | 1,934 | | — | | 1,577 | |
Other, net | | (75 | ) | 2,953 | | — | | 2,878 | |
Total other income | | 4,832 | | 6,903 | | (6,944 | ) | 4,791 | |
| | | | | | | | | |
Income before income tax expense | | 57,400 | | 32,807 | | (12,204 | ) | 78,003 | |
Income tax expense | | 14,954 | | 9,559 | | (2,992 | )(s) | 21,521 | |
| | | | | | | | | |
Net income (loss) | | 42,446 | | 23,248 | | (9,212 | ) | 56,482 | |
Less: Net income (loss) attributable to noncontrolling interest, net of tax | | — | | (8 | ) | 4,890 | (t) | 4,882 | |
Net income(loss) attributable to Virtusa stockholders | | $ | 42,446 | | $ | 23,256 | | $ | (14,102 | ) | $ | 51,600 | |
| | | | | | | | | |
Basic earnings per share | | $ | 1.48 | | — | | — | | $ | 1.79 | |
Diluted earnings per share | | $ | 1.44 | | — | | — | | $ | 1.75 | |
See notes to unaudited pro forma condensed combined financial statements.
VIRTUSA CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(In thousands, except per share amounts)
| | Virtusa | | Polaris | | | | | |
| | Nine Months | | Nine Months | | | | | |
| | Ended December 31, | | Ended December 31, | | Pro forma | | Pro forma | |
| | 2015 | | 2015 | | Adjustments Note 3 | | Combined | |
| | | | | | | | | |
Revenue | | $ | 428,449 | | $ | 239,576 | | $ | (3,453 | )(l) | $ | 664,572 | |
| | | | | | | | | |
Costs of revenue | | 277,770 | | 165,202 | | 133 | (o) | 443,105 | |
Gross profit | | 150,679 | | 74,374 | | (3,586 | ) | 221,467 | |
Total operating expenses | | 110,879 | | 45,389 | | 3,074 | (m) | 161,266 | |
| | | | | | 317 | (n) | | |
| | | | | | 15 | (o) | | |
| | | | | | 2,836 | (p) | | |
| | | | | | (1,244 | )(q) | | |
| | | | | | | | | |
Income from operations | | 39,800 | | 28,985 | | (8,584 | ) | 60,201 | |
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest income, net | | 4,246 | | 1,004 | | (4,190 | )(r) | 221 | |
| | | | | | (839 | )(r) | | |
Foreign currency transaction gains (losses) | | 395 | | (124 | ) | — | | 271 | |
Other, net | | 232 | | 866 | | — | | 1,098 | |
Total other income | | 4,873 | | 1,746 | | (5,029 | ) | 1,590 | |
| | | | | | | | | |
Income before income tax expense | | 44,673 | | 30,731 | | (13,613 | ) | 61,791 | |
Income tax expense | | 12,161 | | 11,498 | | (3,809 | )(s) | 19,850 | |
| | | | | | | | | |
Net income (loss) | | 32,512 | | 19,233 | | (9,804 | ) | 41,941 | |
Less: Net income (loss) attributable to noncontrolling interest, net of tax | | — | | (8 | ) | 3,281 | (t) | 3,273 | |
Net income (loss) attributable to Virtusa stock holders | | $ | 32,512 | | $ | 19,241 | | $ | (13,085 | ) | $ | 38,668 | |
| | | | | | | | | |
Basic earnings per share | | $ | 1.11 | | — | | — | | $ | 1.32 | |
Diluted earnings per share | | $ | 1.08 | | — | | — | | $ | 1.29 | |
See notes to unaudited pro forma condensed combined financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(in thousands)
1. Basis of Pro Forma Presentation
On March 3, 2016, the Company completed the acquisition of a majority stake in Polaris Consulting and Services Limited (“Polaris”) pursuant to Share Purchase Agreement (“SPA”) with Polaris, dated as of November 5, 2015, as amended on February 25, 2016.
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 the Company finalizes 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 of the Polaris acquisition is computed on 53,133,127 shares, or approximately 52.9% of outstanding shares, for cash consideration of 11,391,365 Indian rupees or approximately $171,748 based on December 31, 2015 exchange rate noted below.
In connection with the purchase and under applicable India Takeover rules, Virtusa Consulting Services Private Limited (“Virtusa India”) made an unconditional mandatory offer (the “Open Offer”) to the Polaris public shareholders to purchase up to an additional 26.0% of the outstanding shares of Polaris. On April 6, 2016, the Open Offer settled for a total of 26,719,366 shares, or approximately 26% of the outstanding share capital for 5,913,920 Indian rupees or approximately $89,164 based on December 31, 2015 exchange rate noted below.
Under applicable Indian rules on Takeovers, Virtusa is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital. Therefore, an additional $75,653 or 22.1% of outstanding shares are reflected in the the unaudited pro forma combined financial statements to reflect the maximum ownership of 75%.
The foregoing description of the purchase is qualified in its entirety by reference to the complete terms and conditions of the SPA, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 5, 2015, as amended by the Amendment to Share Purchase Agreement, dated as of February 25, 2016, by and among the Company, Polaris Consulting and Services Ltd. and the other parties thereto, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 2, 2016.
The unaudited pro forma condensed combined financial statements are presented as if the acquisition of Polaris had occurred as of December 31, 2015 for pro forma condensed combined balance sheet purposes and as if the acquisition of Polaris had occurred on April 1, 2014 for pro forma statement of income purposes. The Polaris carve out historical financial statements were converted to U.S. dollars using the following exchange rates:
As of
December 31, 2015 | | Year Ended
March 31, 2015 | | Nine Months Ended
December 31, 2015 | |
66.33 | | 61.14 | | 64.79 | |
Virtusa historical shares used in the computation of basic and diluted earnings per share for the year ended March 31, 2015 were 28,753,102 and 29,555,624, respectively. Shares used in the computation of basic and diluted earnings per share for the nine months ended December 31, 2015 were 29,191,578 and 30,002,680, respectively.
2. Preliminary Purchase Price Allocation
The Company paid cash consideration of 11,391,365 Indian rupees ir $171,748 based on December 31, 2015 exchange rate (see Note 1) for the acquisition of 53,133,127 shares, or approximately 52.9% of the outstanding shares.
Under the acquisition method of accounting, the total purchase price is allocated to 100% of Polaris’s net tangible and intangible assets including noncontrolling interest based on their estimated fair value at the date of acquisition. The excess purchase price after allocating it to net tangible and intangible assets will be recorded as goodwill as follows:
| | Amount | |
Cash and cash equivalents | | $ | 40,941 | |
Short-term investments | | 12,499 | |
Accounts receivable | | 40,254 | |
Unbilled receivable | | 30,929 | |
Prepaid expenses and other current assets | | 6,757 | |
Deferred income taxes | | 3,313 | |
Property and equipment | | 75,996 | |
Intangible assets | | 35,114 | |
Goodwill | | 140,056 | |
Long-term investments | | 12,123 | |
Other long-term assets | | 12,975 | |
Investments in equity method investee | | 2,857 | |
Accounts payable and accrued expenses | | (44,317 | ) |
Accrued employee compensation and benefits | | (7,641 | ) |
Income taxes payable | | (11,994 | ) |
Deferred income taxes — noncurrent | | (27,393 | ) |
Noncontrolling interest | | (150,721 | ) |
Total purchase price | | 171,748 | |
Less: Cash acquired | | (40,941 | ) |
Total purchase price, net of cash acquired | | $ | 130,807 | |
3. Pro Forma Adjustments
The pro forma balance sheet adjustments are as follows:
(a) To record the proceeds of the borrowing under the Credit Agreement to fund the acquisition, net of the issuance costs related to the borrowing:
| | Amount | |
Proceeds from the issuance of $200,000 term loan, net of issuance cost of $1,119 - current portion | | $ | 8,881 | |
Proceeds from the issuance of $200,000 term loan, net of issuance cost of $4,477 - noncurrent portion | | $ | 185,523 | |
(b) To record the cash payment of $171,748 related to the acquisition.
(c) To record the fair value adjustment of $3,805 related to unbilled receivables for which Polaris had delivered the IT services prior to the acquisition date. The related revenue was not recognized in the financial statements of Polaris due to certain US GAAP revenue recognition requirements not being met as of the acquisition date.
(d) To record adjustments to deferred income tax assets and liabilities:
| | Amount | |
Deferred income tax assets, noncurrent | | $ | (258 | ) |
Deferred income tax liabilities, noncurrent | | $ | 27,377 | |
(e) To record the fair value adjustment of $32 related to an equity method investee.
(f) To record the fair value adjustment of certain other current assets of $(759) and noncurrent assets of $(378).
(g) To record the step-up of $43,895 in fair value of real estate included in property and equipment.
(h) To eliminate Polaris’s historical balances related to goodwill of $36,047 and stockholders’ equity of $156,180.
(i) To record the fair value of intangible assets acquired and the excess of purchase price over the net assets acquired.
| | Amount | |
Goodwill | | $ | 140,056 | |
Customer relationships | | $ | 32,664 | |
Trademarks | | $ | 2,450 | |
(j) To record the fair value adjustment of $745 to reduce deferred revenue.
(k) To record the fair value of noncontrolling interest of Polaris for shares held by the general public and the fair value of share-based payments that is attributable to pre-combination services as of the date of acquisition amounting to $150,721.
The pro forma statement of income adjustments are as follows:
(l) To record revenue impact of derivative instruments fair value adjustment:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Derivative instruments | | $ | 2,754 | | $ | (3,453 | ) |
| | | | | | | |
(m) To record the amortization expense of customer relationships with and estimated life of 10 to 15 years and trademarks with an estimated life of 2 years:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Amortization of customer relationships | | $ | 3,055 | | $ | 2,146 | |
Amortization of trademarks | | 1,149 | | 928 | |
Total amortization expense | | $ | 4,204 | | $ | 3,074 | |
(n) To record the depreciation related to the step-up in fair value of property and equipment:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Depreciation expense | | $ | 436 | | $ | 317 | |
| | | | | | | |
(o) To reclassify actuarial gain or loss on pension benefits to other comprehensive income and amortize over employees average service period to conform with the Company’s policy:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Actuarial (gain) or loss, net of amortization — costs of revenue | | $ | (312 | ) | $ | 133 | |
Actuarial (gain) or loss, net of amortization — operating expenses | | (35 | ) | 15 | |
| | $ | (347 | ) | $ | 148 | |
(p) To record compensation expense for the fair value of Polaris unvested stock options and to record the fair value of Virtusa’s restricted stock awards to Polaris employees:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Stock-based compensation expense | | $ | 3,721 | | $ | 2,836 | |
| | | | | | | |
(q) To eliminate the non-recurring acquisition related costs:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Acquisition related costs | | $ | — | | $ | (1,244 | ) |
| | | | | | | |
(r) To record the interest expense and related amortization of debt issuance costs related to the Credit Agreement:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Interest expense | | $ | 5,825 | | $ | 4,190 | |
Amortization of debt issuance costs | | 1,119 | | 839 | |
Total interest expense | | $ | 6,944 | | $ | 5,029 | |
(s) To record the tax provision of the forma adjustments presented in the unaudited pro forma condensed combined statement of income at a tax rate of 24.5% for the year ended March 31, 2015 and 28.0% for the nine months ended December 31, 2015:
| | Year ended March 31, 2015 | | Nine months ended
December 31, 2015 | |
Income tax expense (benefit) | | $ | (2,992 | ) | $ | (3,809 | ) |
| | | | | | | |
(t) To record the net income attributed to noncontrolling interest:
| | Year ended
March 31, 2015 | | Nine months ended
December 31, 2015 | |
Noncontrolling interest | | $ | 4,890 | | $ | 3,281 | |
| | | | | | | |
4. Mandatory offer
To record the purchase of additional noncontrolling interest of 22.1% of outstanding shares for $75,653.
