Acquisition

Description of transaction

On August 29, 2014, the Company completed the acquisition of all of the voting equity interests in the J.P. Morgan Retirement Plan Services (“RPS”) large-market recordkeeping business. This acquisition transformed the Company, together with Putnam Investments, LLC, an affiliate of the Company, into the second largest provider in the U.S. defined contribution market.

Allocation of purchase price

As of September 30, 2014, the initial accounting for the acquisition is incomplete pending the completion of a comprehensive valuation of the net assets acquired. Determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. Balance sheet items that are incomplete include the identification and valuation of intangible assets and the valuation of contingent consideration. As such, provisional amounts for intangible assets have not been separately identified and valued within the assets of the purchase price allocation. As a result, the excess of the purchase price over the fair value of the net assets acquired representing goodwill could be adjusted during future reporting periods. The amounts assigned to the assets acquired, goodwill, liabilities assumed and contingent consideration on August 29, 2014 as reported at September 30, 2014 are below and reflect management’s best estimate of the purchase price allocation:



Assets acquired and goodwill:
Goodwill ⁽¹⁾	$	50,249
Other assets
Fixed assets⁽²⁾	12,680
Accounts receivable⁽⁴⁾	24,050
Other⁽⁴⁾	1,224
Total other assets	37,954
Total assets acquired and goodwill	88,203

Liabilities assumed and contingent consideration:
Other liabilities
Accrued expenses and other ⁽⁴⁾	26,108
Contingent consideration ⁽³⁾	33,739
Total other liabilities	59,847
Total liabilities assumed and contingent consideration	59,847

⁽¹⁾ Goodwill

Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the future economic benefits arising from other assets acquired and liabilities assumed that could not be individually identified (Level 3). Total goodwill resulting from the acquisition, in the amount of $50,249, is allocated to the Retirement Services segment. No portion of goodwill is expected to be deductible for tax purposes.

⁽²⁾Fixed Assets

The fair value of property, plant and equipment and software was determined using a cost approach and a market approach (Level 2). The cost approach is based on current replacement cost and/or reproduction costs of the assets as new less depreciation attributable to physical, functional and economic factors. The market approach is based on market data for similar assets.

⁽³⁾ Contingent consideration

In addition to the cash paid on August 29, 2014, the Company is obligated to make an additional earnout payment based on the retention of aggregated revenue, as defined in the Purchase and Sale Agreement, 24 months after the close date. As such, the remaining earnout payment is due on August 29, 2016. The potential undiscounted amount of the earnout payment that the Company could be required to make under the contingent consideration arrangement is between zero and $50,000. The fair value of the contingent consideration of $33,739 was estimated by a discounted cash flow model (Level 3) which calculates the present value of a probability-weighted earnout using a discount rate of 3.0%.

⁽⁴⁾ Accounts receivable, other assets and accrued expenses and other liabilities

Accounts receivable, other assets and accrued expenses and other liabilities are current assets and liabilities that are generally carried at fair value which is approximated from the carrying value (Level 2).

Contingencies

At the date of the acquisition, RPS was the named defendant in four pending lawsuits. Per the terms of the acquisition, the Company is indemnified from any and all losses incurred in conjunction with the pending lawsuits. Due to the Company’s limited involvement with the pending legal proceedings, it is unable to make an estimate of the possible loss and related indemnity associated with these claims.

Revenues and earnings of the acquiree

From date of acquisition to September 30, 2014, RPS contributed $14,261 in revenue and $494 in net income. These amounts are included in the condensed consolidated statements of income for the three and nine months ended September 30, 2014.

Costs related to acquisition

The Company incurred $2,685 of acquisition costs for the three and nine months ended September 30, 2014. Such costs have been expensed as incurred and are included in general insurance expenses.

Pro-forma information

Supplementary pro-forma revenue and net earnings for the combined entity, as though the acquisition date for this business combination had been as of January 1, 2013, has not been included as it is impracticable since historical records have not yet been made available.