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8-K/A - FORM 8-K/A - Vangent, Inc.c06288e8vkza.htm
EX-99.1 - EXHIBIT 99.1 - Vangent, Inc.c06288exv99w1.htm
EX-23.1 - EXHIBIT 23.1 - Vangent, Inc.c06288exv23w1.htm
         
Exhibit 99.2
Vangent Inc.
Pro Forma Condensed Combined Financial Information (Unaudited)
The following unaudited pro forma condensed combined balance sheet data as of December 31, 2009, and the unaudited pro forma condensed combined statements of operations data for the year ended December 31, 2009, and for the six months ended July 3, 2010, are derived from the consolidated financial statements of Vangent and Buccaneer and give effect to the Acquisition. The unaudited pro forma condensed combined balance sheet data are presented as if the Acquisition had occurred as of December 31, 2009, and the unaudited pro forma condensed combined statements of operations data are presented as if the Acquisition had occurred on January 1, 2009.
The Acquisition has been accounted for under the acquisition method of accounting, under which the total purchase consideration is allocated to assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill.
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and does not purport to reflect the results the combined company may achieve in future periods or the results that would have been obtained had Vangent and Buccaneer been a combined company during the periods presented. The unaudited pro forma condensed combined financial information does not include the effects of any operating efficiencies or cost savings that may be achieved or acquisition and integration expenses.
The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with (i) the consolidated financial statements of Vangent included in its annual report on Form 10-K for the year ended December 31, 2009, and its quarterly report on Form 10-Q for the three months ended July 3, 2010, and (ii) the consolidated financial statements of Buccaneer included as Exhibit 99.1 to this current report on Form 8-K/A (amending the current report on Form 8-K filed by Vangent on September 21, 2010).

 

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Vangent, Inc.
Pro Forma Condensed Combined Balance Sheets Data (Unaudited)
December 31, 2009

(in thousands)
                                 
                    Pro Forma  
    Vangent, Inc.     Buccaneer     Adjustments     Combined  
Assets
                               
Current assets:
                               
Cash and cash equivalents
  $ 44,638     $ 803     $ 16,000 (a)        
 
                    (64,099 )(b)   $ (2,658 )
Trade receivables, net
    109,846       17,850             127,696  
Prepaid expenses and other assets
    10,353       169             10,522  
Assets of discontinued operations
    15,036                   15,036  
 
                       
Total current assets
    179,873       18,822       (48,099 )     150,596  
 
                               
Property and equipment, net
    25,124       7,371       (5,187 )(c)     27,308  
Intangible assets, net
    151,860             25,792 (d)     177,652  
Goodwill
    268,212             27,935 (d)     296,147  
Deferred debt financing costs and other
    8,433       151             8,584  
Assets of discontinued operations
    6,727                   6,727  
 
                       
Total assets
  $ 640,229     $ 26,344     $ 441     $ 667,014  
 
                       
 
                               
Liabilities and Stockholder’s Equity
                               
Current liabilities:
                               
Current portion of long-term debt
  $ 13,534     $ 4,580     $ 16,000 (a)        
 
                    (1,795 )(c)   $ 32,319  
Accounts payable and accrued liabilities
    62,402       6,518             68,920  
Fair value of liability derivatives, current portion
    2,447                   2,447  
Accrued interest payable
    8,186                   8,186  
Deferred tax liability
    5,628                   5,628  
Deferred revenue
    3,976       755             4,731  
Liabilities of discontinued operations
    7,521                   7,521  
 
                       
Total current liabilities
    103,694       11,853       14,205       129,752  
 
                               
Long-term debt, net of current portion
    406,832       632       (632 )(c)     406,832  
Other long-term liabilities
    7,194                   7,194  
Deferred tax liability
    12,144                   12,144  
Liabilities of discontinued operations
    502                   502  
 
                       
Total liabilities
    530,366       12,485       13,573       556,424  
 
                       
 
                               
Stockholder’s equity:
                               
Common stock
          26       (26 )      
Additional paid-in capital
    207,376                   207,376  
Accumulated other comprehensive loss
    (14,949 )                 (14,949 )
Retained earnings (accumulated deficit)
    (82,564 )     13,575       (13,575 )     (82,564 )
 
                       
 
    109,863       13,601       (13,601 )     109,863  
Noncontrolling interest
          258       469       727  
 
                       
Total stockholder’s equity
    109,863       13,859       (13,132 )     110,590  
 
                       
Total liabilities and stockholder’s equity
  $ 640,229     $ 26,344     $ 441     $ 667,014  
 
                       
See notes to unaudited pro forma condensed combined financial information.

 

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Vangent, Inc.
Pro Forma Condensed Combined Statements of Operations Data (Unaudited)
Year Ended December 31, 2009

(in thousands)
                                 
                    Pro Forma  
    Vangent, Inc.     Buccaneer     Adjustments     Combined  
 
                               
Revenue
  $ 583,986     $ 64,818     $ (1,013 )(e)   $ 647,791  
Cost of revenue
    490,500       57,216       (1,013 )(e)        
 
                    5,952 (f)     552,655  
 
                       
Gross profit
    93,486       7,602       (5,952 )     95,136  
Selling, general and administrative expenses
    58,390       2,008             60,398  
Impairment charges for goodwill and intangibles
    11,227                   11,227  
 
                       
Operating income
    23,869       5,594       (5,952 )     23,511  
Interest expense, net
    34,289       216       546 (g)     35,051  
 
                       
Loss from continuing operations before income taxes
    (10,420 )     5,378       (6,498 )     (11,540 )
Provision (benefit) for income taxes
    6,794             (448 )(h)     6,346  
 
                       
Income (loss) from continuing operations
  $ (17,214 )   $ 5,378     $ (6,050 )   $ (17,886 )
 
                       
See notes to unaudited pro forma condensed combined financial information.

 

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Vangent, Inc.
Pro Forma Condensed Combined Statements of Operations Data (Unaudited)
Six Months Ended July 3, 2010

(in thousands)
                                 
                    Pro Forma  
    Vangent, Inc.     Buccaneer     Adjustments     Combined  
 
                               
Revenue
  $ 409,043     $ 55,773     $ (346 )(e)   $ 464,470  
Cost of revenue
    340,685       49,081       (346 )(e)        
 
                    2,645 (f)     392,065  
 
                       
Gross profit
    68,358       6,692       (2,645 )     72,405  
Selling, general and administrative expenses
    34,806       2,151             36,957  
 
                       
Operating income
    33,552       4,541       (2,645 )     35,448  
Interest expense, net
    15,598       10       201 (g)     15,809  
 
                       
Income from continuing operations before income taxes
    17,954       4,531       (2,846 )     19,639  
Provision for income taxes
    3,685             674 (h)     4,359  
 
                       
Income from continuing operations
  $ 14,269     $ 4,531     $ (3,520 )   $ 15,280  
 
                       
See notes to unaudited pro forma condensed combined financial information.

 

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Vangent Inc.
Notes to Pro Forma Condensed Combined Financial Information (Unaudited)
1. Acquisition of Buccaneer Computer Systems & Service, Inc.
On September 15, 2010, Vangent, Inc. (“Vangent”) completed the acquisition (“Buccaneer Acquisition”) of Buccaneer Computer Systems & Service, Inc. (“Buccaneer”). Buccaneer is a leading provider of IT services, infrastructure, secure data hosting and data analytics for the government healthcare market.
Vangent acquired all outstanding shares of Buccaneer stock in exchange for aggregate consideration of $64.1 million (the “Merger Consideration”). The Merger Consideration is subject to adjustment based on working capital and other adjustments. Pursuant to the terms of the Buccaneer Acquisition, $3.0 million of the Merger Consideration was placed in escrow to be used to satisfy certain tax obligations of Buccaneer. The amount of the Merger Consideration paid at closing, including the amount placed in escrow, was $60.0 million, of which $44.0 million was funded with available cash of $44.0 million and $16.0 million was funded with a variable-rate borrowing drawn on the senior secured revolving credit facility.
A wholly-owned consolidated subsidiary of Buccaneer that owns and leases real property to Buccaneer was not included in the Buccaneer Acquisition. The capital stock of the subsidiary was spun off as a dividend prior to closing.
The Buccaneer Acquisition has been accounted for under the acquisition method of accounting which requires the total purchase consideration to be allocated to the assets acquired and liabilities assumed based on estimates of fair value. The excess of the purchase consideration over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill.
The preliminary allocation of the purchase price is based on the best information available and is provisional pending, among other things, final agreement of the adjustment to the purchase price based upon the level of net working capital transferred at closing and the finalization of the valuation of assets and liabilities. During the measurement period (which is not to exceed one year from the acquisition date), additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary purchase price allocation may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates.
A summary of the purchase consideration and a preliminary allocation of the purchase consideration based on estimates of fair value for the assets acquired and the liabilities assumed follows (in thousands) :
         
Purchase Consideration
       
Cash paid at closing
  $ 60,000  
Other adjustments, net
    4,099  
 
     
 
  $ 64,099  
 
     
Other purchase consideration adjustments, net, primarily represent an accrued acquisition liability of $4,129 relating to the Company’s election under Section 338(h) (10) of the Internal Revenue Code, and the expected settlement of the working capital adjustment.

 

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Allocation of Purchase Consideration
       
Cash
  $ 897  
Accounts receivable
    18,736  
Property and equipment
    2,262  
Intangible assets
    25,792  
Goodwill
    31,267  
Other assets
    2,427  
Less: Liabilities assumed
    (16,555 )
 
     
Net assets acquired
    64,826  
Less: Noncontrolling interest
    (727 )
 
     
 
  $ 64,099  
 
     
 
       
Allocation of Intangible Assets Acquired
       
Customer relationships (eight year life)
  $ 23,809  
Non-compete agreements (three year life)
    1,983  
 
     
 
  $ 25,792  
 
     
The fair value of the intangible asset for customer relationships is based on customer contracts and relationships with existing customers and is expected to have an eight-year life. Amortization of the intangible asset for customer relationships is based on an accelerated method. Amortization of the intangible asset for non-compete agreements is based on the straight-line method. Amortization expense is included in cost of revenue.
Goodwill represents the excess of purchase consideration over the amounts assigned to tangible and intangible assets acquired and liabilities assumed. As a result of the election under Section 338(h) (10) of the Internal Revenue Code, the amount allocated to intangible assets and goodwill for tax purposes is expected to be tax deductible.
Buccaneer has a 70% ownership interest in Buccaneer Data Services, LLC, a joint venture that provides computer technical and other consulting services to an agency of the U.S. government. Buccaneer is entitled to a majority of the income and losses of the joint venture and has determined that it is the primary beneficiary. The joint venture is fully consolidated in the financial statements. Noncontrolling interest represents the remaining 30%.
2. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined balance sheet data are presented as if the Acquisition had occurred as of December 31, 2009. The unaudited pro forma condensed combined statements of operations data are presented as if the Acquisition had occurred on January 1, 2009.
The unaudited pro forma results of operations data are derived from the consolidated financial statements of Vangent and Buccaneer and reflect pro forma adjustments relating to the Buccaneer Acquisition and associated borrowing that are of a recurring nature consisting of pro forma amortization of intangible assets, primarily acquired customer relationships, and pro forma interest expense on the associated borrowing. The unaudited pro forma results of operations data are being furnished solely for informational purposes and are not intended to represent or be indicative of the consolidated results of operations that the Company would have reported had these transactions been completed as of the dates and for the periods presented, nor are they necessarily indicative of future results.

 

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3. Pro Forma Adjustments
The unaudited pro forma condensed combined financial information gives effect to fair value adjustments attributed to the Buccaneer Acquisition and the related revolving credit borrowing of $16.0 million by Vangent under its senior secured revolving credit facility. The purchase consideration has been preliminarily allocated to the assets acquired and liabilities assumed based on estimates of fair value.
The unaudited pro forma condensed combined financial statements do not include the effects of any operating efficiencies or cost savings that may be achieved or acquisition and integration expenses.
The pro forma adjustments to the unaudited condensed combined pro forma balance sheet data as of December 31, 2009 follow:
  (a)   Revolving credit borrowing of $16.0 million under Vangent’s senior secured credit facility used to fund a portion of the total purchase consideration paid at closing.
 
  (b)   Record purchase consideration of $64.1 million paid or to be paid by Vangent.
 
  (c)   Remove building fixed assets and related mortgage debt of a wholly-owned consolidated subsidiary of Buccaneer that owns and leases real property to Buccaneer. Pursuant to the terms of the Buccaneer Acquisition, the capital stock of the subsidiary was spun off as a dividend prior to closing.
 
  (d)   Record the fair value of intangible assets acquired for customer relationships of $23.8 million and non-compete agreements of $2.0 million, and record goodwill of $27.9 million as of December 31, 2009.
The pro forma adjustments to the unaudited pro forma condensed combined statements of operations data for the year ended December 31, 2009, and for the six months ended July 3, 2010, are of a recurring nature and follow:
  (e)   Eliminate intercompany revenue and costs for subcontracting services provided by Buccaneer to Vangent.
 
  (f)   Record amortization expense for intangible assets acquired in the Buccaneer Acquisition based principally on an accelerated method.
 
  (g)   Record interest expense related to the revolving credit borrowing of $16.0 million under the senior secured credit facility used to fund a portion of the purchase consideration based on variable rates.
 
  (h)   The pro forma provision (benefit) for income taxes is based on the assumed transition of Buccaneer to taxable corporate status as a separate company and the tax effect of the pro forma adjustments.

 

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