Kanbay International — Merger or Acquisition (February 2006)
21 slides from Kanbay International's merger presentation, Feb 14, 2006
Slide 1: Acquisition of Adjoined Consulting, Inc. Investor Presentation
KANBAY’ TEOMNLOG PDI Acquisition of Adjoined Consulting, Inc. Investor Presentation February 13, 2006
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation contains statements relating to projections or future results. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any projections or future results discussed in these statements will be achieve
Slide 3: Presentation of Non-GAAP Financial Measure
Presentation of Non-GAAP Financial Measure Kanbay presents revenue excluding the impact of the sale of the products business, which is a non-GAAP financial measure, in the text of this press release and the accompanying supplementary financial information. The Company's management uses revenue exclu
Slide 4: Introductions
Introductions Q4 2005 and Full Year Results Transaction Overview Introduction to Adjoined Transaction Rationale Q1 2006 and 2006 Guidance Summary Q&A On oor ON > KANBAY
Slide 5: Kanbay 4Q'05 Highlights
Kanbay 4Q’05 Highlights » $61.0 million revenues and $0.24 EPS » Exceeded company expectations; strong momentum for 2006 » 4% sequential growth consistent with seasonal industry factors » Strong related party growth » Strong gross margins (48.7%) and operating margins (18.6%) » Conclusion: = Core bu
Slide 6: Kanbay Full Year
Kanbay Full Year » $230.5 million revenues and $0.88 EPS * Record performance in both revenue and earnings * Revenue growth of 26% consistent with long-term objectives * Third party revenue grew 48% (excluding product business divestiture) * Kanbay’s value proposition to related parties continues un
Slide 7: Strong Track Record of Growth & Profitability
Stro! rack Record of wth & Profitability Revenue (SMM) Net Income ($MM) 250 40 200 2 20 150 10 100 i) © 10 0 +20 2000 ©2001 «2002 +2003 2004 2005 2000 «2001 +2002 2003 2004 2005 KANBAY bay neopets Reseed
Slide 8: Acquisition of Adjoined: Transaction Overview
Acquisition of Adjoined: Transaction Overview ‘Summary Strategic Rationale » A definitive agreement to acquire 100% of Adjoined’s stock for approximately $165 million, consisting of approximately $95.7 million in cash and approximately $69.3 million in Kanbay common stock » Enhances revenue diversif
Slide 9: Transaction Financial Highlights
Transaction Financial Highlights » Earnings Impact (includes conservative synergy assumptions): = Immediately accretive in 2006 on a cash basis = Book EPS effected by the dilutive impact of amortization of intangibles in 2006 = Expected to be income accretive on a run-rate basis within 12 months » V
Slide 10: Introduction to Adjoined
Introduction to Adjoined Mid-sized provider of strategic operational consulting, technology integration and outsourcing services to Global 2000 clients » Founded in 2000 » Average industry consultant experience more than 10 » Privately-held ike eae 500: » A fast growing & profitable n600F employees
Slide 11: Introduction to Adjoined
Introduction to Adjoined » Primary — Consumer & Industrial Products » Secondary — Financial Services Vertical focus & broad horizontal offerings will enhance end-to- end service delivery. » Supply Chain Management » Customer Value Management » Research Services » Customer Relationship Management » E
Slide 12: Introduction to Adjoined
Introduction to Adjoined » Complementary business philosophy and strategy » Deep vertical domain expertise and complementary industry relationships in the financial services industry » Strong consulting capabilities and balanced blend of technology integration and outsourcing will enhance Kanbay’s s
Slide 13: Transaction Rationale - Why Do A Deal?
Transaction Rationale —- Why Do A Deal? » Kanbay has built an outstanding global delivery model that can be leveraged to enter new markets » Opportunity to enhance shareholder value by increasing scale and market presence » Provides entry into a second strong vertical » Provide further revenue diver
Slide 14: Competitive Landscape
Competitive Landscape 2 kerb eorported. Al hts Reserved Best of All Worlds » Focused industry expertise » Broad and Deep Service Offerings » Proven global delivery KANBAY
Slide 15: Pro Forma Company
Pro Forma Company ‘2varanyhocrpotte AN Rts Reserved Employees 5,200+ 500+ 5,700+ Locations/Offices, 14 z 21 2005 Revenue $230.5mm | $95.3mm | $325.8mm 2005 Revenue Growth Rate 26% 90.1% 40% Financial Services 97% 17% 72% Consumer and Industrial Products 0% 55% 18% Other 3% 28% 10% KANBAY
Slide 16: Revenue Synergy Opportunities
Revenue Synergy Opportunities » Over a dozen opportunities have been identified = Majority $1 million or larger » Examples of combined strengths: = Leverage global platform to provide support for CRM applications = Ability to offer hosting services to existing Kanbay clients = Enhance competitivenes
Slide 17: Investor Highlights
Investor Highlights » Will increase revenue diversity and reduce client concentration » Addresses emphasis on adding third party revenue growth opportunities » Additional vertical expertise and horizontal customer offerings » Potential to enhance margins by further leveraging offshore resources » Co
Slide 18: Integration Process - Limited Execution Risk
Integration Process — Limited Execution Risk » Complementary to existing business strategy » Large equity component aligns interests of Adjoined management with Kanbay shareholders » Significant 3-year performance-based incentive pool and non-compete agreements » Minimal overlap in our technology ex
Slide 19: Kanbay Guidance 2006
Kanbay Guidance 2006 » First Quarter 2006: = Revenues - $62.5 million * Diluted EPS - $0.20 * Diluted EPS excluding FAS 123(R) - $0.24 > Full Year 2006 (Kanbay Stand-Alone): = Revenues - at least $280 millon = Diluted EPS - $0.88 * Diluted EPS excluding FAS 123(R) - $1.05 » Full Year 2006 (Including
Slide 20: Summary
Summary » Financial Performance = Strong performance in 2005 * Positive momentum going into 2006 = 2006 outlook is consistent with previous long-term objectives Industry transforming acquisition = An extension and acceleration of a proven strategy High quality organization with solid past performanc
Slide 21: Searchable text section of graphics shown above
Searchable text section of graphics shown above [L OGO] Kanbay International, Inc. Acquisition of Adjoined Consulting, Inc. Investor Presentation February 13, 2006 © Kanbay Incorporated - All Rights Reserved Fo rward Looking Statements This presentation contains statements relating to projections or
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