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Acquisitions
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Effective July 1, 2023, Essent Holdings acquired all of the issued and outstanding shares of capital stock of Agents National Title Holding Company (“Agents National Title”) and the issued and outstanding membership interests of Boston National Holdings LLC (“Boston National Title”) for $92.6 million in cash in a single settlement with the seller. The purchase price is subject to further customary post-closing adjustments as described in a securities purchase agreement among the parties to the transaction. The acquisition provides complementary products and services to our mortgage insurance business, adding a team of seasoned title professionals to Essent and providing a platform to leverage our capital, lender network and operational expertise in a well-established, adjacent real estate sector.

The acquired businesses contributed revenues of $23.5 million, principally comprised of $20.6 million of net premiums earned and $2.0 million of settlement services revenues, which are included in other income, and pre-tax net losses of $4.0 million to our results for the three and nine months ended September 30, 2023. The following unaudited pro forma summary presents consolidated information for Essent as if the business combination had occurred on January 1, 2022.


Pro Forma
 
Three Months Ended September 30,
Nine Months Ended September 30,
(In thousands)2023202220232022
Revenues
$296,108 $286,512 $856,595 $880,321 
Earnings
178,139 172,799 514,823 675,684 

We did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These pro forma amounts have been calculated after applying our accounting policies and adjusting the results of Agents National Title and Boston National Title to reflect the additional amortization that would have been charged to earnings assuming the fair value adjustments for the intangible assets acquired had been applied from January 1, 2022, including consequential income tax effects.

We incurred $0.2 million and $4.4 million of acquisition-related costs for the three and nine months ended September 30, 2023, respectively, as well as $3 million of acquisition-related costs during the fourth quarter of 2022. These expenses are included in other underwriting and operating expenses on our condensed consolidated income statement and are reflected in pro forma earnings for the three and nine months ended September 30, 2022 in the table above.

The following table summarizes the consideration transferred to acquire Agents National Title and Boston National Title and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

Consideration Paid:
     Cash
$92,625 
Assets Acquired:
     Cash and cash equivalents
5,864 
     Short-term investments
21,108 
     Fixed maturities available for sale
9,668 
     Identifiable intangible assets
26,300 
     Other assets
16,366 
Liabilities Assumed:
     Reserve for losses
14,613 
     Other liabilities
10,399 
Total Identifiable Net Assets $54,294 
Goodwill
$38,331 
The intangible assets acquired relate to agency relationships and customer lists, valued at $20.6 million and $5.7 million, respectively. The goodwill is primarily attributable to the workforce and state regulatory licenses associated with the acquired businesses, and $11.6 million of the goodwill is tax deductible. The carrying amount of goodwill was unchanged from July 1, 2023 through September 30, 2023. The fair value of the intangible assets and goodwill is provisional subject to post-closing adjustments and completion of the final valuation.