| Purchase price allocation |
The purchase consideration for Medmarc was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, as shown in the table below. A $35.5 million gain on the acquisition was recognized on the date of acquisition because the purchase consideration was less than the estimated fair value of the net assets acquired. ProAssurance believes it was able to acquire Medmarc for less than the fair value of its net assets due to Medmarc's declining premium base and its small capital position relative to other insurers in the medical technology and life sciences products liability insurance market. | | | | | | (In thousands) | | | Fixed maturities, available for sale | | $ | 269,529 |
| Equity securities, trading | | 30,976 |
| Cash and short-term investments | | 24,008 |
| Other investments | | 5,340 |
| Premiums receivable | | 2,986 |
| Receivable from reinsurers on unpaid losses and LAE | | 73,107 |
| Intangible assets | | 3,630 |
| Other assets | | 14,614 |
| Reserve for losses and loss adjustment expenses | | (201,072 | ) | Unearned premiums | | (16,937 | ) | Deferred tax liabilities | | (2,453 | ) | Other liabilities | | (14,536 | ) | Fair value of net assets acquired | | $ | 189,192 |
| Gain on Acquisition | | (35,492 | ) | Total purchase consideration | | $ | 153,700 |
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| ProAssurance Consolidated results |
The following table provides Pro Forma Consolidated Results for the three and six months ended June 30, 2013 and 2012 as if the Medmarc transaction had occurred on January 1, 2012. ProAssurance Actual Consolidated Results have been adjusted by the following, net of related tax effects, to reflect the Pro Forma Consolidated Results below. | | • | For the three and six months ended June 30, 2012, the ProAssurance 2012 Actual Consolidated Results did not include Medmarc, and have been adjusted to include Medmarc's 2012 operating results. ProAssurance Actual Consolidated Results for the three and six months ended June 30, 2013 included Medmarc operating results (Revenue of $9.9 million and $22.8 million, respectively, and Earnings of $1.3 million and $4.5 million, respectively). |
| | • | Certain costs included in ProAssurance actual results for the three and six months ended June 30, 2013 have been reported in the Pro Forma Consolidated Results as if the costs had been incurred for three and six months ended June 30, 2012. Such costs include direct transaction costs and certain compensation costs directly related to the integration of Medmarc operations. |
| | • | Prior to the acquisition date, Medmarc reported on a statutory basis and expensed policy acquisition costs associated with successful contracts as incurred. After the acquisition date, in accordance with GAAP, Medmarc policy acquisition costs associated with successful contracts were capitalized and amortized to expense as the related premium revenues were earned, but no amortization was recognized for Medmarc policies written prior to the acquisition date. The Pro Forma Consolidated Results for both 2013 and 2012 have been adjusted to reflect policy acquisition costs as if Medmarc had followed GAAP guidance for these costs in pre-acquisition periods. |
| | • | Earnings for the three and six months ended June 30, 2012, were reduced to reflect amortization of intangible assets and debt security premiums and discounts recorded as a part of the Medmarc purchase price allocation. |
| | • | The gain on the acquisition of $35.5 million that was included in ProAssurance Actual Consolidated Results for the six months ended June 30, 2013 has been reported in the Pro Forma Consolidated Results as being recognized during the six months ended June 30, 2012. |
| | | | | | | | | | Three Months Ended June 30, 2013 | | Six Months Ended June 30, 2013 | (In thousands) | ProAssurance
Pro Forma
Consolidated
Results | | ProAssurance
Actual
Consolidated Results | | ProAssurance
Pro Forma
Consolidated
Results | | ProAssurance
Actual
Consolidated Results | Revenue | $170,805 | | $170,805 | | $365,779 | | $365,779 | Earnings | $49,887 | | $50,451 | | $126,990 | | $163,301 | | | | | | | | | | Three Months Ended June 30, 2012 | | Six Months Ended June 30, 2012 | (In thousands) | ProAssurance
Pro Forma
Consolidated
Results | | ProAssurance
Actual
Consolidated Results | | ProAssurance
Pro Forma
Consolidated
Results | | ProAssurance
Actual
Consolidated Results | Revenue | $174,284 | | $163,869 | | $364,961 | | $344,440 | Earnings | $58,906 | | $58,453 | | $151,683 | | $114,098 |
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