425 1 d30062d425.htm 425 425

Filed by Yodlee, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

 

Subject Company: Yodlee, Inc.

Commission File No.: 001-36639

 

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FINANCIAL CLOUD

COMPANY

OVERVIEW

August 2015


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FORWARD-LOOKING STATEMENTS

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Yodlee’s future financial or operating performance. Forward-looking statements in this presentation include, but are not limited to, Yodlee’s number of paid users, the size of Yodlee’s potential market, the acceleration of Yodlee’s subscription revenue growth and profitability, Yodlee’s customer and user growth and Yodlee’s incremental revenue opportunities with data and FinApps. Yodlee’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward looking statements. These risks include the possibility that: Yodlee’s paid user base does not continue to grow; Yodlee is unable to secure new subscriptions and deployments of the Yodlee platform by new customers; existing customers fail to renew subscriptions or do not generate additional paid users and sources of revenue; Yodlee is unable to derive revenue from data solutions, market research services and/or revenue-sharing arrangements with partners who develop premium FinApps; and Yodlee experiences expenses that exceed its expectations. The forward-looking statements contained in this presentation are also subject to other risks and uncertainties, including those more fully described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Yodlee’s filings with the Securities and Exchange Commission (“SEC”). Yodlee’s SEC filings are available on the Investor Relations section of the Company’s website at http://ir.yodlee.com and on the SEC’s website at www.sec.gov. The forward-looking statements in this presentation are based on information available to Yodlee as of the date hereof, and Yodlee disclaims any obligation to update any forward-looking statements, except as required by law.

© 2015 YODLEE. CONFIDENTIAL 2


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Additional Information and Where to Find It

In connection with the proposed merger, Envestnet, Inc. (“Envestnet”) intends to file a registration statement on Form S-4, which will include a preliminary prospectus and related materials to register the shares of Envestnet common stock to be issued in the merger, and Envestnet and

Yodlee, Inc. (“Yodlee”) intend to file a joint proxy statement/prospectus and other documents concerning the proposed merger with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION

STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

ENVESTNET, YODLEE AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when they are available) and any other documents filed by Envestnet and Y odlee with the

SEC at the SEC’s website at www.sec.gov. They may also be obtained for free by contacting Envestnet Investor Relations at investor.relations@envestnet.com or by telephone at (312) 827-3940 or by contacting Yodlee Investor Relations at http://ir.yodlee.com/contactus.cfm or by telephone at (650) 980-3600. The content of any website referenced above is not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospect us meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Each of Envestnet and Yodlee and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with respect to the transactions contemplated by the merger agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Envestnet or Yodlee security holders in connection with the proposed merger will be set forth in the registration statement and the joint proxy statement/prospectus when filed with the SEC.

Information regarding Yodlee’s executive officers and directors is included in Yodlee’s Proxy Statement for its 2015 Annual M eeting of Stockholders, filed with the SEC on April 10, 2015, and information regarding Envestnet’s executive officers and directors is included in Envestnet’s Proxy Statement for its 2015 Annual Meeting of Stockholders, filed with the SEC on April 13, 2015. Copies of the foregoing documents may be obtained as provided above. Certain executive officers and directors of Envestnet and Yodlee have interests in the transaction that may differ from the interests of Envestnet and Yodlee stockholders generally. These interests will be descri bed in the joint proxy statement/prospectus when it becomes available.

.

© 2015 YODLEE. CONFIDENTIAL 3


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COMPANY OVERVIEW

Anil Arora, Chairman & CEO

© 2015 YODLEE. CONFIDENTIAL 4


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KEY INVESTMENT HIGHLIGHTS

1 Massive Transformation Opportunity

Powering Innovation with FI’s and Internet players

2 Leading Financial Platform in the Cloud with 20M+ users across 900+ customers/partners

3 Unique Financial Platform with Significant Competitive Advantages

4 Attractive Financial Model in Large Market with Accelerating Growth & Increasing Profitability*

*Profitable as measured on a LTM non-GAAP EBITDA basis

© 2015 YODLEE. CONFIDENTIAL 5


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A FRAGMENTED FINANCIAL INDUSTRY

THE CHALLENGE

100,000’s

of financial products

1000’s

of financial institutions

1000’s

of Internet innovators

Cash

Credit

Banking

Taxes

Retirement

Investments

© 2015 YODLEE. CONFIDENTIAL 6


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YODLEE PLATFORM CONNECTS THE DIGITAL ECOSYSTEM

“THE INDUSTRY STANDARD”

Internet Financial

Innovators Institutions

© 2015 YODLEE. CONFIDENTIAL 7


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YODLEE DRIVING DISRUPTIVE TRANSFORMATION

Infrastructure Speed of Segmentation,

Cost Innovation Personalization Mobility

Embracing Open Platform Apps & Anytime,

the Cloud and Developer Big Data Anywhere

Communities Access

Internet Innovators

© 2015 YODLEE. CONFIDENTIAL 8


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WIN-WIN FOR USERS AND CUSTOMERS

OUR SOLUTION

End Users

Convenience

Investments

Insight & Control Banking

Best Experience

Higher Satisfaction Cash

Credit

Our Customers

Faster Innovation

Retirement

Increased Retention Taxes

Reduced Costs

New Revenue

© 2015 YODLEE. CONFIDENTIAL 9


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ONE OF THE LARGEST SAAS USER PLATFORMS

20.7M

paid

20 users

18 Inflection Point

Shift to Platform

16

Internet Innovators >2X

millions) 14 Data & FinApp Solutions

(in 12

users 10 s

Paid 8

6

4

PRODUCT PLATFORM

2

Mar 2012 June 2015

© 2015 YODLEE. CONFIDENTIAL 10


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IMPRESSIVE CUSTOMER BASE ACROSS ENTIRE ECOSYSTEM

Credit & Large

Risk N.A. FIs

Financial

Internet & Global Financial

Innovators Wealth FIs Institutions

Mgmt

eCommerce

& Payments Brokerages

© 2015 YODLEE. CONFIDENTIAL 11


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UNIQUE YODLEE PLATFORM ENABLES MULTIPLE USE-CASES

Industry Solutions Product Solutions

Retail Small Wealth Personal Money Risk APIs Mobile Data

Banking Business Management Financial Movement Management Solutions Solutions

Management

FinApp Ecosystem

APIs

Data Data

CORE PLATFORM

14,000 66

data sources patents issued

Data Aggregation Security Money Movement

Cloud Infrastructure

Massively scaled, multi-tenant architecture

© 2015 YODLEE. CONFIDENTIAL 12


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AND POWERS SIGNIFICANT BIG DATA SOLUTIONS TODAY

Unique &

scaled data

Marketing

Insights DATA

Customers ANALYTICS

1 0 1 0 1 0 1 1

Risk Analytics 0 1 1 0 1 0 1 0

1 0 0 0 1 0 1 1

0 1 1 1 1 1 1 0

Billions of 1 1 1 0 0 0 1 0

transactions RESEARCH

Network Research

Wide

(anonymized) Vertical

Insights

User permissioned

© 2015 YODLEE. CONFIDENTIAL 13


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SIGNIFICANT PENETRATION WITH “LAND & EXPAND”

Case Study:

A Top 10 U.S. Financial Institution

2.4M Users

2.1M Users

1.7M Users

1.1M Users

.65M Users

2010 2011 2012 2013 2014

+ HOME PAGE + SEGMENTATION

PFM + MOBILE + DATA

INTEGRATION WITH FINAPPS

© 2015 YODLEE. CONFIDENTIAL 14


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EARLY INNINGS OF A LARGE AND GROWING ADDRESSABLE MARKET OPPORTUNITY

2B+

Potential Users from

Existing and Targeted

Customers1,2,3

~1B

Potential Users from

Existing Customers1,3

20.7M

Paid Users1

1 Includes non-unique users

2 Reflects Yodlee Interactive business development

3 Includes users of w ebsites, ecommerce, and online financial services that we believe have the potential to become paid usersof existing and targeted customers.

Based on publicly-available information. Not limited to existing users of financial management, planning, or payments solutions.

© 2015 YODLEE. CONFIDENTIAL 15


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MULTIPLE VECTORS FOR LONG-TERM GROWTH

GROW NUMBER OF USERS GROW REVENUE PER USER

Expand End User Grow Number Increase Global Big Data FinApps

Usage with of Customers Market Presence Solutions Revenue Share

Existing

Customers

Expand strategic

FinApp

Marketing Insights partnerships

Vertical Insights

Risk Analytics

Research

Rapidly expanding

Internet services

companies

Mobile, FinApps,

Home Page Large untapped FI

Integration, market

Segmented

Experiences

© 2015 YODLEE. CONFIDENTIAL 16


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YODLEE IS UNIQUELY POSITIONED

KEY DECISION

DRIVERS YODLEE WHY WE WIN COMPETITORS

Data Network 14,000 data sources, with

75%+ direct connectivity

Innovation & Apps Unique ecosystem with

hundreds of FinApps

Cloud Platform Platform vs. point solutions;

SaaS vs. enterprise

Internal IT

Scale Extensive distribution &

user scale PFM Start-Ups

Security Proven & trusted

partner

© 2015 YODLEE. CONFIDENTIAL 17


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EXPERIENCED & INNOVATIVE MANAGEMENT TEAM

Management Team with Collective Yodlee Tenure of Over 65 Years

Anil Arora Mike Armsby Bill Parsons Thomas Hempel Arun Anur Joe Polverari

Chairman, President Chief Financial Services Chief Strategy

Chief Customer Engineering

& CEO Officer & Development Officer

Officer

David Lee Tim O’Brien Arjun Singh Eric Connors Chris Chen Jason O’Shaughnessy

Chief Marketing Operations India Operations Products YI Americas YI International

Officer & Information Security

EXPERIENCE

AWARDS

FinovateFall 2013

Best of Show – Monarch Innovation

Tandem App Aw ard 2013

Finovate Asia 2013 Fast Company

Best of Show – Most Innovative

Tandem App Companies 2011

Alw aysOn Top 250 2x Winner (2009-2010)

Private Companies

2013

© 2015 YODLEE. CONFIDENTIAL 18


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FINANCIAL OVERVIEW

Mike Armsby, CFO

© 2015 YODLEE. CONFIDENTIAL 19


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ATTRACTIVE CLOUD MODEL AND ASSOCIATED ECONOMIC ATTRIBUTES

Growing Recurring Scalable Profitable*

Accelerating subscription* High visibility and SaaS model with one Positive LTM Adjusted

revenue growth predictability common platform EBITDA of $5.3mm*

Robust customer and 87% subscription revenue Efficient India cloud Expanding subscription

user growth based operations gross margins at 68%*

Strong retention &

Data & FinApp growth from customer Strong operating Fuel to invest in growth

incremental revenue base leverage

opportunities

*Based on non-GAAP metrics; Q2 2015 for subscription gross margin and revenue percentage

© 2015 YODLEE. CONFIDENTIAL 20


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STRONG RETENTION & GROWTH FROM EXISTING CUSTOMERS

Recurring

130

124%

123%

120

115%

SRRR* 114% baseline Expected

110

100

2011 2012 2013 2014

% SUBSCRIPTION REVENUE* 68% 77% 81% 85 %

*Note: SRRR = Annual subscription and support revenue net retention rate for a particular year and is calculated by dividing current year subscription and support revenue by the prior year subscription and support revenue for those customers for which subscription and support revenue w as recognized in the prior year. This calculation includes the impact on revenue from customer non-renewals and attrition, deployments of additional services or discontinued use of services by customers, price changes for services and increases or decreases in the number of paid users.

© 2015 YODLEE. CONFIDENTIAL 21


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GROWTH METRICS

Levers to Manage Growth and Profitability*

Scalable

20.0 20.7

20

18.4

15 14.3

(millions) 10.7

Users 10 8.8

Paid

5

0

2011 2012 2013 2014 Q1 2015 Q2 2015

ARPU $5.64 $4.38 $4.52 $4.60 $4.58 $4.57

NON-GAAP 51% 58% 62% 62% 63% 64%

GROSS MARGIN

*Profitability as measured on a non-GAAP EBITDA basis

Note: Paid user is defined as the user of an application or a service provided by customer using the Yodlee platform, w hose status corresponds to a billable activity under the associated customer contract. Also average revenue per paid user is defined as of any point in time as the trailing tw elve-month subscription and support revenue divided by the average number of paid users over the same time period.

© 2015 YODLEE. CONFIDENTIAL 22


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HIGH OPERATING LEVERAGE AND PROFITABLE*

(% of Revenue)

Profitable*

NON-GAAP 70 67% 68%

GROSS

MARGIN 65

62% 62% 62%

SUBSCRIPTION**

OVERALL 60 58%

55 54%

51%

50

2011 2012 2013 2014

NON-GAAP 5 $2 3% $2 2%

OPERATING 0

MARGIN

-5

PERCENTAGE -$4

USD (in millions) -10 -7%

-$11

-15

-20

-19%

-25

2011 2012 2013 2014

*Profitable as measured on a non-GAAP basis

© 2015 YODLEE. CONFIDENTIAL 23

**Defined as Subscription & Support Revenue


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KEY INVESTMENT HIGHLIGHTS

1 Massive Transformation Opportunity

Powering Innovation with FI’s and Internet players

2 Leading Financial Platform in the Cloud with 20M+ users across 900+ customers/partners

3 Unique Financial Platform with Significant Competitive Advantages

4 Attractive Financial Model in Large Market with Accelerating Growth & Increasing Profitability*

*Profitable as measured on a LTM non-GAAP EBITDA basis

© 2015 YODLEE. CONFIDENTIAL 24


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ENVESTNET TRANSACTION:

VALUE OF CONSIDERATION TO YODLEE SHAREHOLDERS

$ 22.00

Value to Yodlee

shareholders is $18.88 if

$ 21.00 Envestnet’s share price

for purposes of

Share) determining the stock

(per consideration per share

at close falls between

rs $ 20.00 $39.006 and $47.674

de

Sharehol $ 19.00

Yodlee

to

e

Valu $ 18.00

$ 17.00 Envestnet price Envestnet price

of $39.006 of $47.674

$ 16.00

$26.00 $30.34 $34.67 $39.01 $43.34 $47.67 $52.08 $56.34 $60.68

(40)%(30)%(20)%(10)% 0% 10% 20% 30% 40%

Illustrative Envestnet 10 Day VWAP

Note: Envestnet’s stock price used to determine the exchange ratio will be the volume weighted average of the sales price per share of [Envestnet] Common Stock for the ten (10) full trading days ending on and including the second (2nd) full trading day prior to the Closing Date, as calculated by Bloomberg Financial LP under the function ‘ENV US Equity VWAP,’ but in no event greater than $47.674 or less than $39.006 (the “Parent Stock Value”). If the number of shares of Envestnet Common Stock issued would be equal to or greater than nineteen and nine-tenths percent (19.9%) of the shares of Envestnet Common Stock outstanding as of immediately prior to the Effective Time (such amount, the ““Stock Threshold”), the Per Share Stock Consideration shall be decreased to the minimum extent necessary, such that the Total Stock Amount shall not exceed the Stock Threshold. In such event, the Per Share Cash Consideration shall be increased by an amount equal to the product of (A) the amount of such reduction in the Per Share Stock Consideration pursuant to the preceding sentence multiplied by (B) Parent Stock Value; provided that (i) the aggregate Per Share Cash Consideration shall in no event be increased by greater than $32,000,000 and (ii) the Total Stock Amount shall in no event exceed the Stock Threshold.

© 2015 YODLEE. CONFIDENTIAL 25


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INNOVATION APPLIED


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APPENDIX

© 2015 YODLEE. CONFIDENTIAL 27


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GAAP TO NON-GAAP RECONCILIATIONS (1 OF 2 PGS)

$ in ‘000s 2011 2012 2013 2014 Q1’ 2015 Q2’ 2015

GAAP subscription gross profit $19,704 $27,159 $37,699 $ 50,494 $14,491 $14,946

Add share-based compensation 163 170 201 931 286 303

Non-GAAP subscription gross profit 19,867 26,329 37,900 51,425 14,777 15,249

Non-GAAP subscription gross margin 54% 62% 67% 68% 68% 68%

GAAP subscription gross margin 53% 61% 66% 66% 67% 66%

GAAP gross profit $ 27,567 $ 33,023 $ 43,328 $ 53,866 $15,168 $16,025

Add share-based compensation 275 289 308 1,493 397 471

Non-GAAP gross profit 27,842 33,312 43,636 55,359 15,565 16,496

Non-GAAP gross margin 51% 58% 62% 62% 63% 64%

GAAP gross margin 51% 57% 62% 60% 62% 62%

GAAP sales and marketing $ 12,911 $ 13,638 $ 15,418 $ 22,377 $6,960 $7,245

Less share-based compensation(302)(242)(302)(1,586)(475)(591)

Non-GAAP sales and marketing 12,609 13,396 15,116 20,791 6,485 6,654

Non-GAAP sales and marketing as percentage of revenue 23% 23% 22% 23% 26% 26%

GAAP sales and marketing as percentage of revenue 24% 24% 22% 25% 28% 28%

GAAP research and development $ 16,768 $ 16,193 $ 17,948 $ 23,601 $6,707 $7,082

Less share-based compensation(266)(236)(243)(1,159)(375)(496)

Non-GAAP research and development 16,502 15,957 17,705 22,442 6,332 6,586

Non-GAAP research and development as percentage of revenue 30% 28% 25% 25% 26% 25%

GAAP research and development as percentage of revenue 31% 28% 26% 26% 27% 27%

GAAP general and administrative $ 9,793 $ 8,852 $ 9,386 $13,321 $3,940 $4,095

Less Share-based compensation(524)(588)(658)(2,897)(761)(896)

Less IP patent litigation costs — — -(258)

Non-GAAP general and administrative 9,269 8,264 8,728 10,424 3,179 2,941

Non-GAAP general and administrative as percentage of revenue 17% 14% 12% 12% 13% 11%

GAAP general and administrative as percentage of revenue 18% 15% 13% 15% 16% 16%

GAAP operating income $(11,905) $(5,660) $ 576 $(5,433) $(2,439) $(2,397)

Add share-based compensation 1,367 1,355 1,511 7,135 2,008 2,454

Add IP patent litigation costs — ——258

Non-GAAP operating profit(10,538)(4,305) 2,087 1,702(431) 315

Non-GAAP operating margin(19)%(7)% 3% 2%(2)% 1%

GAAP operating margin(22)%(10)% 1%(6)%(10)%(9)%

© 2015 YODLEE. CONFIDENTIAL 28


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GAAP TO NON-GAAP RECONCILIATIONS (2 OF 2 PGS)

$ in ‘000s 2011 2012 2013 2014 Q1’ 2015 Q2’ 2015

GAAP net loss($2,087)($6,521)($1,181)($6,975) $(2,901) $(2,686)

Add share-based compensation 1,367 1,355 1,511 7,135 2,008 2,454

Add IP patent litigation costs 258

Non-GAAP net income (loss)(720)(5,166) 330 160(893) 26

© 2015 YODLEE. CONFIDENTIAL 29