Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.23.3
Acquisitions
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Acquisition of Redi2 Technologies

On July 1, 2022, the Company completed the acquisition of all of the issued and outstanding shares of Redi2 Technologies ("Redi2"). Redi2 provides revenue management and hosted fee-billing solutions. Its platform enables fee calculation, invoice creation, payouts and accounting, and billing compliance. Redi2 has been integrated into the Envestnet Wealth Solutions segment.

In connection with the Redi2 acquisition, the Company paid consideration as follows (in thousands):

Cash consideration, net $ 69,406 
Working capital adjustment (533)
Total $ 68,873 

The Company funded the Redi2 acquisition with available cash resources. In addition, certain executives may earn up to $20.0 million in performance bonuses based upon the achievement of certain target financial and non-financial metrics. These performance bonuses will be recognized as compensation and benefits expense in the condensed consolidated statements of operations. The Company recognized $0.4 million and $1.9 million related to these performance bonuses during the three and nine months ended September 30, 2023, respectively.
The following table summarizes the final fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Total current assets $ 1,985 
Other non-current assets 3,321 
Identifiable intangible assets 26,500 
Goodwill 46,467 
Total assets acquired 78,273 
Accounts payable, accrued expenses and other current liabilities (2,428)
Operating lease liabilities (2,201)
Deferred revenue (4,771)
Total liabilities assumed (9,400)
Total net assets acquired, net of cash received $ 68,873 

The goodwill arising from the acquisition represents the expected benefits of the transaction, primarily related to the enhancement of the Company's existing technologies and increase in future revenue as a result of potential cross selling opportunities. Goodwill of $40.7 million is expected to be deductible for income tax purposes.

A summary of intangible assets acquired is as follows:

Gross Carrying Amount Estimated Useful Life Amortization Method
(in thousands) (in years)
Customer lists $ 14,000 
14 - 16
 Accelerated
Proprietary technologies 9,500 
6
 Straight-line
Trade names 3,000 
6 - 7
 Straight-line
Total intangible assets acquired $ 26,500 

The Company completed the acquisition accounting related to the Redi2 acquisition during the six months ended June 30, 2023.

The results of Redi2 were included in the condensed consolidated statements of operations beginning July 1, 2022 and are not considered material to the Company’s results of operations.

During the three and nine months ended September 30, 2023, the Company’s acquisition related costs included in general and administrative expense in the condensed consolidated statements of operations were not material.