Annual report pursuant to Section 13 and 15(d)

Business Acquisitions

v2.4.0.6
Business Acquisitions
12 Months Ended
Dec. 31, 2011
Business Acquisitions [Abstract]  
Business Acquisitions
3. Business Acquisitions

FundQuest Incorporated

On December 13, 2011, the Company acquired all of the outstanding shares of FundQuest Incorporated (“FundQuest”), a subsidiary of BNP Paribas Investment Partners USA Holdings, Inc. for total estimated consideration of approximately $28,685. FundQuest was renamed Envestnet Portfolio Solutions, Inc. (“EPS”) subsequent to the acquisition. EPS provides managed account programs, overlay portfolio management, mutual funds, institutional asset management and investment consulting to registered investment advisors, independent advisors, broker-dealers, banks and trust organizations. The goodwill arising from the acquisition represents the expected synergistic benefits of the transaction and the knowledge and experience of the workforce in place. The goodwill recognized is expected to be non-deductible for income tax purposes.

Prior to the FundQuest acquisition, in February 2010, the Company signed a seven-year platform services agreement (the “Agreement”) with FundQuest. Upon the acquisition, the existing Agreement between the Company and FundQuest was effectively settled (Note 4). The Company analyzed the Agreement to determine the amount by which the contract was favorable or unfavorable when compared to current market pricing. The Company, using the discounted cash flow method, determined the Agreement resulted in a favorable amount of $4,897. The favorable amount of the Agreement was compared to the net book value of the customer inducement asset and liability at the date of the business combination resulting in a charge of approximately $1,183, which is included in other expense in the consolidated statements of operations. The net cash portion of the total consideration paid is included in “Cash flows from investing activities” in the consolidated statements of cash flows.

 

The consideration transferred in the acquisition was as follows:

 

         

Cash paid to owners

    $       24,390  

Non-cash consideration:

       

Favorable contract

    4,897  

Other

    1,241  

Cash assumed

    (671

Preliminary working capital adjustment

    (1,172
   

 

 

 
      $ 28,685  
   

 

 

 

Acquisition related costs of $405 are included in general and administration expenses in the consolidated statements of operations for the year ended December 31, 2011.

The following table summarizes estimated fair values of the assets acquired at the date of the acquisition:

 

         

Accounts receivable

    $               2,603  

Prepaid expenses and other current assets

    46  

Property and equipment

    442  

Intangible assets

    11,830  

Goodwill

    20,192  

Accounts payable and accrued liabilities

    (1,364

Deferred income taxes

    (4,710

Deferred revenue

    (354
   

 

 

 

Total assets acquired

    $ 28,685  
   

 

 

 

A summary of intangible assets acquired, estimated useful lives and amortization method was as follows:

 

                         
    Amount     Weighted
Average
Useful Life
    Amortization
Method
 

Customer list

    $         11,830                   7       Accelerated  

 

The estimated fair values of accrued liabilities and the working capital adjustment are provisional and are based on information that was available as of the acquisition date to estimate the fair value of these amounts. The Company believes the information provides a reasonable basis for estimating the fair values of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the working capital adjustment, valuation and complete the acquisition accounting as soon as practicable but no later than the contractual period.

The results of EPS’s operations are included in the consolidated statement of operations beginning December 13, 2011 and were not material to the 2011 results of operations.

B-Ready Outsourcing Solutions, Inc.

On April 1, 2010, the Company acquired the assets of B-Ready Outsourcing Solutions, Inc. (“B-Ready”) for approximately $750. B-Ready is a private company that provides back-office data management and reporting services for users of Schwab Portfolio Center and enhances the Company’s product offerings. The purchase price is included in “Cash flows from investing activities” in the consolidated statements of cash flows. The Company paid cash of $300 at closing and assumed a note payable in the amount of $300. The remaining amount of the total purchase price is a deferred purchase price payable, contingent upon B-Ready meeting certain revenue targets in the 12 months after the date of acquisition. The Company determined that it is likely B-Ready will meet the revenue targets, and accordingly recorded the contingent consideration at fair value.

The total consideration transferred in the acquisition was as follows:

 

         

Cash paid to owners

    $            300  

Note payable assumed

    300  

Contingent consideration

    150  
   

 

 

 
      $ 750  
   

 

 

 

The following table summarizes estimated fair values of the assets acquired at the date of the acquisition:

 

         

Accounts receivable

    $            114  

Property and equipment

    3  

Intangible assets

    209  

Goodwill

    424  
   

 

 

 

Total assets acquired

    $ 750  
   

 

 

 

The goodwill associated with the B-Ready acquisition is expected to be deductible for income tax purposes.

A summary of intangible assets acquired, estimated useful lives and amortization method was as follows:

 

                         
    Amount     Weighted
Average
Useful Life
    Amortization
Method
 

Customer list

    $             209                   4       Accelerated  

The results of B-Ready’s operations are included in the consolidated statement of operations beginning April 1, 2010 and were not material to the 2010 results of operations.

Metamorphosis Money Management, LLC.

On September 1, 2010, the Company acquired the assets of Metamorphosis Money Management, LLC (“M3”) for approximately $617. M3 is a private company that provides back-office outsourcing and overlay management to registered investment advisors and enhances the Company’s product offerings. The consideration paid is included in “Cash flows from investing activities” in the consolidated statements of cash flows.

The following table summarizes estimated fair values of the assets acquired at the date of the acquisition:

 

      $000,0000  

Accounts receivable

    $ 30  

Property and equipment

    3  

Goodwill

    584  
   

 

 

 

Total assets acquired

    $           617  
   

 

 

 

The goodwill associated with the M3 acquisition is expected to be deductible for income tax purposes. The results of M3’s operations are included in the consolidated statement of operations beginning September 1, 2010 and were not material to the 2010 results of operations.

 

Pro forma results for Envestnet, Inc. giving effect to the B-Ready, M3 and FundQuest acquisitions

The following unaudited pro forma financial information presents the combined results of operations of Envestnet, B-Ready, M3 and FundQuest. For year ended December 31, 2010, the unaudited pro forma financial information presents the results of FundQuest, B-Ready and M3 acquisitions as if the acquisitions had occurred as of the beginning of 2010. For the year ended December 31, 2011, the unaudited pro forma financial information presents the results of the FundQuest acquisition as if the acquisition had occurred as of the beginning of 2010.

The December 2010 unaudited pro forma results presented include amortization charges for acquired intangible assets; the elimination of intercompany transactions, restructuring charges, unrealized gain on warrant and imputed interest expense; and the related tax effect of the aforementioned items. The December 2011 unaudited pro forma results presented include amortization charges for acquired intangible assets; the elimination of intercompany transactions, contract settlement charges, loss on sale of warrant and imputed interest expense; and the related tax effect of the aforementioned items.

Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of each period presented.

 

                 
    At December 31,  
    2011     2010  

Revenue

    $         133,702       $         113,547  

Net income (loss)

    7,363       (2,507

Net income (loss) attributable to common stockholders

    7,363       (2,929

Net income (loss) per share attributable to common stockholders:

               

Basic

    0.23       (0.14

Diluted

    0.22       (0.14