Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
AND AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
The following unaudited pro forma condensed consolidated financial statements
for the year ended December 31, 2000 and as of and for the nine months ended
September 30, 2001, give effect to acquisitions by Caminus Corporation
("Caminus") of substantially all of the assets and the assumption of certain
liabilities of Nucleus Corporation and Nucleus Energy Consulting Corporation
(collectively "Nucleus") on August 30, 2000 and the acquisition of Altra
Software Services, Inc. ("Altra") on November 20, 2001. The unaudited pro forma
condensed consolidated statements of operations assume the Nucleus and Altra
acquisitions had occurred on January 1, 2000. The unaudited pro forma condensed
consolidated statement of operations for the year ended December 31, 2000 is
derived from, and should be read in conjunction with, the historical audited
consolidated statement of operations of Caminus for the year ended December 31,
2000, which includes the results of Nucleus for the period from August 1
through December 31, 2000, the historical unaudited statement of operations of
Nucleus for the period from January 1, 2000 through July 31, 2000, and the
historical audited consolidated statement of operations of Altra for the year
ended December 31, 2000. The unaudited pro forma statement of operations for
the nine months ended September 30, 2001 is derived from, and should be read in
conjunction with, the historical unaudited consolidated statement of operations
of Caminus and
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Altra for the period from January 1, 2001 through September 30, 2001 included
in Caminus' quarterly report on Form 10-Q for the quarter ended September 30,
2001 and this Form 8-K, respectively. The unaudited pro forma balance sheet as
of September 30, 2001 is derived from, and should be read in conjunction with,
the historical unaudited balance sheet of Caminus and Altra included in
Caminus' quarterly report on Form 10-Q for the quarter ended September 30, 2001
and this Form 8-K, respectively. The unaudited pro forma condensed consolidated
financial statements reflect the purchase method of accounting described in the
accompanying notes.
The pro forma adjustments are based upon estimated fair values of the acquired
companies' assets and liabilities at the time of their acquisition, as used in
Caminus' purchase accounting for these acquisitions. The pro forma results are
provided for illustrative purposes only and are not necessarily indicative of
future results or the results that actually would have occurred if the
acquisitions had taken place on January 1, 2000.
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UNAUDITED PRO FORMA CONDENSED
BALANCE SHEET
AS OF SEPTEMBER 30, 2001
(IN 000'S, EXCEPT FOR PER SHARE AMOUNTS)
HISTORICAL
---------------- PRO FORMA PRO FORMA
CAMINUS ALTRA ADJUSTMENTS (CONSOLIDATED)
------- ----- ----------- ----------
ASSETS
Current Assets:
Cash and cash equivalents 21,037 162 (9,947)(a) 11,252
Investments in short-term marketable securities 12,083 -- 12,083
Accounts receivable, net 13,423 5,195 18,618
Deferred income taxes 527 -- 527
Prepaid expenses and other current assets 2,852 953 3,805
-------- ------ ------- --------
Total current assets 49,922 6,310 (9,947) 46,285
Investments in long-term marketable securities 14,957 -- -- 14,957
Fixed assets, net 5,972 2,403 (838)(b) 7,537
Acquired technology, net 2,821 1,296 16,363(c) 20,480
Other intangibles, net 4,294 296 10,804(d) 15,394
Goodwill, net 18,103 2,719 36,507(e) 57,329
Other assets 1,813 -- 150(g) 1,963
-------- ------ ------- --------
Total assets 97,882 13,024 53,039 163,945
======== ====== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,520 3,170 4,690
Accrued liabilities 6,776 7,675 2,106(f) 16,557
Income taxes payable 2,231 -- 2,231
Deferred revenue 3,576 5,521 9,097
-------- ------ ------- --------
Total current liabilities 14,103 16,366 2,106 32,575
Long-term debt -- 15,000(g) 15,000
-------- ------ ------- --------
Total liabilities 14,103 16,366 17,106 47,575
-------- ------ ------- --------
Commitments and contingencies
Stockholders' equity:
Common stock 177 -- 20(h) 197
Additional paid-in-capital 130,165 -- 33,871(h) 164,036
Treasury stock, at cost (4,911) -- (4,911)
Deferred compensation (849) -- (849)
Accumulated deficit (40,992) (3,342) 2,042(i) (42,292)
Accumulated other comprehensive income 189 -- 189
-------- ------ ------- --------
Total stockholders' equity 83,779 (3,342) 35,933 116,370
-------- ------ ------- --------
Total liabilities and stockholders' equity 97,882 13,024 53,039 163,945
======== ====== ======= ========
See accompanying notes to unaudited pro forma financial statements.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(IN 000'S, EXCEPT FOR PER SHARE AMOUNTS)
HISTORICAL
------------------------------------- PRO FORMA PRO FORMA
CAMINUS (1) NUCLEUS (2) ALTRA (1) ADJUSTMENTS CONSOLIDATED
----------- ----------- --------- ----------- -------
Revenues:
Licenses $ 24,573 $4,519 $ 11,505 $ -- $ 40,597
Software Services 18,576 2,305 12,960 -- 33,841
Strategic consulting 8,565 -- -- -- 8,565
-------- ------ -------- ------- --------
Total revenues 51,714 6,824 24,465 -- 83,003
Cost of revenues 15,319 2,285 12,882 2,983(j) 33,469
-------- ------ -------- ------- --------
Gross profit 36,395 4,539 11,583 (2,983) 49,534
-------- ------ -------- ------- --------
Operating expenses:
Research and development 6,601 2,215 15,727 -- 24,543
Selling, general and administrative 20,688 1,973 15,871 -- 38,532
IPO related expenses 12,335 -- -- -- 12,335
Loss on office relocation 508 -- -- -- 508
Amortization of intangible assets 11,722 -- 12,702 (8,910)(k) 15,514
-------- ------ -------- ------- --------
Total operating expenses 51,854 4,188 44,300 (8,910) 91,432
Operating income (loss) (15,459) 351 (32,717) 5,927 (41,898)
Interest and other income (expense), net 2,258 25 (2,331) 382(l) 334
Provision for income taxes 2,315 -- -- 9 2,324
-------- ------ -------- ------- --------
Net income (loss) $(15,516) $ 376 $(35,048) $ 6,300 $(43,888)
======== ====== ======== ======= ========
Basic and diluted net loss per share $ (1.04) $ (2.57)
======== ========
Weighted average shares used in computing basic
and diluted net loss per share 14,925 17,074
======== ========
Periods included:
(1) Year ended December 31, 2000
(2) Seven months ended July 31, 2000
See accompanying notes to unaudited pro forma financial statements.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(IN 000'S, EXCEPT FOR PER SHARE AMOUNTS)
HISTORICAL
------------------------- PRO FORMA PRO FORMA
CAMINUS ALTRA ADJUSTMENTS CONSOLIDATED
----------- --------- ----------- -------
Revenues:
Licenses $ 19,422 $ 9,263 $ -- $ 28,685
Software Services 23,692 13,705 -- 37,397
Strategic consulting 6,175 -- -- 6,175
-------- -------- ------- --------
Total revenues 49,289 22,968 -- 72,257
Cost of revenues 16,065 12,136 2,238(j) 30,439
-------- -------- ------- --------
Gross profit 33,224 10,832 (2,238) 41,818
-------- -------- ------- --------
Operating expenses:
Research and development 8,902 8,784 -- 17,686
Selling, general and administrative 20,298 8,441 -- 28,739
Amortization of intangible assets 9,987 1,838 (1,243)(k) 10,582
-------- -------- ------- --------
Total operating expenses 39,187 19,063 (1,243) 57,007
Operating income (loss) (5,963) (8,231) (995) (15,189)
Interest and other income (expense), net 1,723 (1,351) (486)(l) (114)
Provision for income taxes 2,255 -- -- 2,255
-------- -------- ------- --------
Net loss $ (6,495) $ (9,582) $(1,481) $(17,558)
======== ======== ======= ========
Basic and diluted net loss per share $ (0.41) $ (0.99)
======== ========
Weighted average shares used in computing basic
and diluted net loss per share 15,808 17,783
======== ========
See accompanying notes to unaudited pro forma financial statements.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN 000'S EXCEPT PER SHARE AMOUNTS)
1. ACQUISITIONS
ALTRA ACQUISITION
On November 20, 2001, Caminus completed its acquisition of Altra, a provider of
software solutions to the energy industry, by purchasing from Altra Energy
Technologies, Inc. ("Altra Energy"), all of the capital stock of Altra pursuant
to a Stock Purchase Agreement, dated as of October 12, 2001, by and between
Caminus and Altra Energy. The purchase price of $60,794 consisted of $24,947 in
cash, the issuance of 1,975 shares of common stock ("Shares") with a fair value
of $33,891 and approximately $1,956 of other direct acquisition costs including
liabilities for severance. The purchase price is subject to adjustment,
depending on the final determined value of the tangible net worth, as defined,
of Altra, as more fully described in the Stock Purchase Agreement. The cash
portion of the purchase price was paid for in part from the proceeds of a
$15,000 Term Credit Agreement, dated as of November 20, 2001, between Caminus
and Blue Ridge Investments, LLC, and in part from Caminus' cash and cash
equivalents. The Shares issued to Altra Energy were authorized, but previously
unissued, shares of Caminus' Common Stock. Altra Energy is entitled to certain
registration rights with respect to the Shares, as more fully described in the
Registration Rights Agreement, dated as of November 20, 2001, by and between
Caminus and Altra Energy.
A summary of the allocation of the acquisition purchase price is as follows:
Fair value of net tangible liabilities assumed................... $(11,207)
Acquired in-process research and development..................... 1,300
Acquired technology.............................................. 17,659
Other identifiable intangible assets............................. 11,100
Goodwill......................................................... 41,942
--------
$ 60,794
========
The acquisition was accounted for under the purchase method of accounting. The
fair value assigned to intangible assets acquired was based on a preliminary
appraisal. Upon completion of the appraisal to estimate the fair value of the
assets acquired, the allocation of the purchase price may change. Acquired
in-process research and development represents the fair value of the project
under development at the date of acquisition. Acquired technology represents
the fair value of applications and technologies existing at the date of
acquisition. Other intangible assets represent the fair value of customer
relationships. Goodwill is the only intangible asset not subject to
amortization, although it will be deductible for tax purposes over fifteen
years.
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NUCLEUS ACQUISITION
On August 30, 2000, Caminus acquired substantially all of the assets
and assumed certain liabilities of Nucleus, a provider of software solutions to
the energy industry. The purchase price of $17,606 consisted of $13,584 in
cash, the issuance of 261 shares of common stock with a fair value of $3,757
and approximately $265 of other direct acquisition costs. A summary of the
allocation of the acquisition purchase price is as follows:
Fair value of net tangible liabilities assumed ........... $ (391)
Acquired technology ...................................... 2,960
Other identifiable intangible assets ..................... 3,007
Goodwill ................................................. 12,030
--------
$ 17,606
========
The acquisition was accounted for under the purchase method of accounting. The
fair value assigned to intangible assets acquired was based on an appraisal.
Acquired technology represents the fair value of applications and technologies
existing at the date of acquisition. Other intangible assets represent the fair
value of other acquired intangible assets including primarily customer lists, a
covenant not to compete and work force in place.
2. PRO FORMA ADJUSTMENTS
The accompanying unaudited pro forma financial statements have been prepared as
if the acquisition of Altra was completed on September 30, 2001 for balance
sheet purposes and the acquisitions of Nucleus and Altra were completed on
January 1, 2000 for statements of operations purposes and reflect the following
pro forma adjustments:
(a) To reflect the cash used in the acquisition of Altra.
(b) To adjust fixed assets to fair value.
(c) To eliminate Altra's historical acquired technology and establish
acquired technology resulting from the acquisition.
(d) To eliminate Altra's historical other intangibles and establish
other intangibles resulting from the acquisition.
(e) To eliminate Altra's historical goodwill and establish goodwill
resulting from the acquisition.
(f) To record accrued liabilities for severance and direct acquisition
costs resulting from the acquisition.
(g) To record the $15,000 term loan due October 2003 incurred to
partially finance the acquisition, and $150 of deferred financing
costs.
(h) To record the fair value of the 1,975 shares issued in
connection with the acquisition, amounting to $33,891.
(i) To reflect the effect on equity of an in-process research and
development charge of $1,300 and the elimination of the
accumulated deficit of Altra.
(j) To reflect amortization of acquired technology resulting from the
acquisition.
(k) To eliminate the amortization of Altra's historical intangible
assets and reflect amortization of amortizable intangible
assets resulting from the acquisition.
(l) To eliminate Altra's historical net interest expense on
intercompany debt not acquired and reflect interest expense on
the long-term debt incurred in connection with the
acquisition of Altra and reduction of interest income related to
the cash portion of the acquisition costs.
3. UNAUDITED PRO FORMA NET LOSS PER SHARE DATA
Shares used to calculate unaudited pro forma net loss per share data for the
year ended December 31, 2000 were computed by adding the weighted average shares
issued for the Nucleus acquisition for the period from January 1, 2000 to August
30, 2000 of 174 and the 1,975 shares issued for the Altra acquisition to the
weighted average common shares outstanding for Caminus of 14,925. Shares used to
calculate unaudited pro forma net loss per share data for the nine months ended
September 30, 2001 were computed by adding the 1,975 shares issued for the Altra
acquisition to the weighted average common shares outstanding for Caminus of
15,808.
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