FundQuest Acquisition

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 consideration of approximately $27,796. 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 not deductible for income tax purposes.

During the three months ended March 31, 2012, the Company finalized the estimated working capital adjustment. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of December 13, 2011 as initially reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011:

The initially reported estimated fair values of assets acquired and liabilities assumed were based on the information that was available at the time the Company filed its annual report on Form 10-K for the year ended December 31, 2011.

Prima Capital Holding, Inc. Acquisition

On April 5, 2012, the Company completed the acquisition of Prima Capital Holding, Inc. (“Prima”). In accordance with the stock purchase agreement, the Company acquired all of the outstanding shares of Prima for total consideration of approximately $13,925. Prima provides investment management due diligence, research applications, asset allocation modeling and multi-manager portfolios to the wealth management and retirement industries. Prima’s clientele includes seven of the top 20 banks in the U.S. as measured by total assets, independent RIAs, regional broker-dealers, family offices and trust companies. 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 not deductible for income tax purposes.

The consideration transferred in the acquisition was as follows:

During the three months ended June 30, 2012, the Company finalized the working capital settlement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

The initially reported estimated fair values of assets acquired and liabilities assumed were based on the information that was available at the time the Company filed its quarterly report on Form 10-Q for the three and six months ended June 30, 2012. Management of the Company believes all relevant information is now available to finalize the estimates.

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

The results of Prima’s operations are included in the consolidated statement of operations beginning April 5, 2012. Prima’s revenues and net loss for the three months ended September 30, 2012 totaled $1,250 and ($142) respectively. Prima’s revenues and net loss for the period beginning April 5, 2012 through September 30, 2012 totaled $2,399 and ($472), respectively. The net loss for the three months ended September 30, 2012 and for the period beginning April 5, 2012 through September 30, 2012 included pre-tax acquired intangible asset amortization of $340 and $665, respectively.

Tamarac, Inc. Acquisition

On May 1, 2012, the Company completed the acquisition of Tamarac, Inc. (“Tamarac”). In accordance with the merger agreement, a newly formed subsidiary of Envestnet merged with and into Tamarac, and Tamarac became a wholly owned subsidiary of Envestnet. Under the terms of the merger agreement, total consideration was approximately $48,427 for all of the outstanding stock of Tamarac. Tamarac is a provider of sophisticated portfolio management technology that enables RIAs to efficiently deliver customized individual account management to their clients. 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.

In accordance with the terms of the merger agreement between Envestnet and Tamarac, Tamarac senior management were required to apply at least 50% (up to 100%) of the aggregate proceeds of the Tamarac change of control payment totaling $2,759 to purchase registered shares of Envestnet common stock (232,150 shares) in an amount equal to 95% multiplied by the Envestnet closing market price on the day before the merger closed (Note 12).

The consideration transferred in the acquisition was as follows:

During the three months ended September 30, 2012, the Company finalized the working capital settlement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

The initially reported estimated fair values of assets acquired and liabilities assumed were based on the information that was available at the time the Company filed its quarterly report on Form 10-Q for the three and six months ended June 30, 2012. Management of the Company believes all relevant information is now available to finalize the estimates.

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

The results of Tamarac’s operations are included in the consolidated statement of operations beginning May 1, 2012. Tamarac’s revenues and net loss for the three month period ended September 30, 2012 totaled $3,790 and ($272), respectively. Tamarac’s revenues and net loss for the period May 1, 2012 through September 30, 2012 totaled $5,574 and ($861), respectively. The net loss for the three months ended September 30, 2012 and for the period beginning May 1, 2012 through September 30, 2012 included pre-tax acquired intangible asset amortization of $489 and $815, respectively.

For the three and nine months ended September 30, 2012, acquisition related costs for FundQuest, Prima and Tamarac, totaled $216 and $2,097, respectively, and are included in general and administration expenses.

As a result of the merger with Tamarac, the Company adopted the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees (the “2012 Plan”). The 2012 Plan provides for the grant of up to 559,551 shares of unvested common stock. The unvested common stock vests based upon Tamarac meeting certain performance conditions and then a subsequent two year service condition (Note 13). The Company also granted to certain Tamarac employees 232,150 stock options to acquire Envestnet common stock at an exercise price of $12.51. These stock options vest on the second anniversary of the grant date (Note 13).

Pro forma results for Envestnet, Inc. giving effect to the FundQuest, Prima and Tamarac acquisitions

The following unaudited pro forma financial information presents the combined results of operations of Envestnet, Prima and Tamarac for the nine months ended September 30, 2012. The following unaudited pro forma financial information presents the combined results of operations of Envestnet, FundQuest, Prima and Tamarac for the three and nine months ended September 30, 2011. For the three and nine months ended September 30, 2012 and 2011, the unaudited pro forma financial information presents the results as if the acquisitions had occurred as of the beginning of 2011.

The unaudited pro forma results presented include amortization charges for acquired intangible assets, the elimination of intercompany transactions, restructuring charges, unrealized gain or loss on warrant and imputed interest expense, stock-based compensation expense and the related tax effect on 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 acquisition had taken place at the beginning of the period presented.