Business Combinations, Goodwill and Intangible Assets | Business Combinations, Goodwill and Intangible Assets SCIOinspire Holdings Inc. On July 1, 2018, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”) and Buyer’s wholly owned subsidiary, ExlService Cayman Merger Sub, completed the acquisition of SCIO pursuant to an Agreement of Merger dated April 28, 2018 (the "Merger Agreement"). ExlService Cayman Merger Sub, merged with and into SCIO, with SCIO surviving the merger as a wholly-owned subsidiary of the Buyer. SCIO is a health analytics solution and services company serving over 100 healthcare organizations representing over 130 million covered lives across the continuum including providers, health plans, pharmacy benefit managers, employers, health services and global life sciences companies. The acquisition is expected to significantly strengthen the Company’s capability in the high growth cost optimization and care optimization markets. The acquisition of SCIO is included in the Analytics reportable segment. The preliminary estimated aggregate purchase consideration was $245,491 , including estimated cash and cash equivalents acquired and incorporating estimated post-closing adjustments. The aggregate base purchase consideration payable at closing of the merger was $236,500 based on completion of diligence, which was adjusted based on, among other things, SCIO’s cash, debt, working capital position and other adjustments as of the Closing as set forth in the Merger Agreement. To finance the acquisition at Closing, the Company utilized its revolving credit facility in the amount of $233,000 , issued 69,459 shares of restricted common stock of the Company in the amount of $4,080 and paid the balance with available cash on hand. Pursuant to the Company’s business combinations accounting policy, the total estimated purchase consideration for SCIO was allocated to identifiable net tangible and intangible assets based upon their preliminary fair values. The excess of the estimated purchase consideration over fair value of identifiable net tangible and intangible assets was recorded as goodwill. The preliminary purchase price allocation is subject to change during the one-year measurement period as the Company obtains additional information about these net tangible and intangible assets. In order to allocate the consideration transferred for SCIO, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, “Fair Value Measurement and Disclosure” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results. The Company’s preliminary purchase price allocation to net tangible and intangible assets of SCIO is as follows: Assets: Cash and cash equivalents $ 10,026 Restricted cash 2,790 Accounts receivable 19,924 Other current assets 1,798 Property and equipment 1,824 Other assets 1,751 Intangible assets Customer relationships 47,800 Developed technology 28,900 Trade names and trademarks 3,700 118,513 Liabilities: Current liabilities (11,679 ) Deferred tax liabilities (19,052 ) Other non-current liabilities (200 ) (30,931 ) Net assets acquired $ 87,582 Goodwill 157,909 Total purchase consideration $ 245,491 The fair values of the trade names and trademarks intangible assets were determined by using an “income approach”, specifically the relief-from-royalty approach. The basic principle of the relief-from-royalty method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The trade names and trademarks are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years. The fair values of the developed technology intangible assets were also determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of SCIO’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the firm’s ownership of the technology. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years. The fair values of the customer relationships were determined by using an “income approach”, specifically the Multi-Period Excess Earnings Method ("MPEEM"). The MPEEM is a specific application of the discounted cash flow method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges ("CAC"). The principle behind a CAC is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs (including elements of goodwill) and not the ones that it does not need, and that each project pays the owner of the assets a fair return on (and of, when appropriate) the value of the rented assets. The customer relationship assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 10 years. The goodwill recognized is attributable primarily to expected synergies from continuing operations of SCIO and the Company. The amount of goodwill recognized from SCIO's acquisition is not deductible for tax purposes. The goodwill has been assigned to our Analytics reportable segment based upon the Company’s assessment of nature of services rendered by SCIO. Supplemental Pro Forma Data The Company completed the acquisition of SCIO on July 1, 2018 and accordingly SCIO’s operations for the period from July 1, 2018 to September 30, 2018 are included in the Company’s consolidated statements of income. SCIO contributed revenues of $19,205 for the period from the completion of acquisition through September 30, 2018. The Company does not allocate other operating expenses, interest expense or income taxes by legal entity, and therefore the Company has not presented earnings of SCIO for the period from the completion of acquisition through September 30, 2018. The following unaudited pro forma results of operations have been prepared using the acquisition method of accounting to give effect to the SCIO acquisition as though it occurred on January 1, 2017. The pro forma amounts reflect certain adjustments, such as amortization of intangible assets acquired, interest expense related to borrowings not assumed by the Company and stock based compensation expense. The unaudited pro forma financial information is presented for illustrative purposes only, is based on a preliminary purchase price allocation, and is not necessarily indicative of the results of operations that would have actually been reported had the acquisitions occurred on January 1, 2017, nor is it necessarily indicative of the future results of operations of the combined company. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Revenues, net $ 231,124 $ 210,263 $ 689,269 $ 615,157 Net income $ 15,395 $ 19,580 $ 51,666 $ 51,820 Earnings per share: Basic $ 0.45 $ 0.58 $ 1.50 $ 1.53 Diluted $ 0.44 $ 0.56 $ 1.47 $ 1.47 Health Integrated, Inc. On December 22, 2017 , a wholly owned subsidiary of the Company entered into an Asset Purchase Agreement to acquire substantially all the assets and assumed certain liabilities of Health Integrated, Inc. (“Health Integrated”), a company based in Tampa, Florida. The initial purchase price consisted of $22,577 in cash including working capital adjustment. The purchase agreement allows sellers the ability to earn up to $5,000 as earn-out, based on the achievement of certain performance goals by the acquired Health Integrated business during the 2018 calendar year. The earn-out was fair valued at $920 as of December 31, 2017. As of September 30, 2018 fair value of earn-out is Nil . A portion of the purchase price otherwise payable was placed into escrow as security for the post-closing working capital adjustments and the indemnification obligations under the Asset Purchase Agreement. Health Integrated provides dedicated care management services on behalf of health plans. Its services include case management, utilization management, disease management, special needs programs and multichronic care management. Health Integrated serves millions of lives in the Medicaid, Medicare, and dual eligible populations. It is known for its strong capabilities in improving member health status through behavioral change. Accordingly, the Company paid a premium for the acquisition, which is reflected in the goodwill recognized from the purchase price allocation. The acquisition of Health Integrated is included in the Healthcare reportable segment. The Company finalized its purchase price allocation for the acquisition based on their fair values as set forth below: Amount Tangible Assets $ 5,475 Liabilities (5,733 ) Identifiable Intangible Assets: Customer relationships 6,760 Developed technology 1,510 Trade names and trademarks 570 Goodwill 14,229 Total purchase price $ 22,811 The amount of goodwill recognized from the Health Integrated acquisition is deductible for tax purposes. The customer relationships from the Health Integrated acquisition are being amortized over the weighted average useful life of 7.0 years and developed technology and trademarks are being amortized over the useful life of 1.0 year and 2.0 years , respectively. Acquisition-related costs Acquisition-related costs are being expensed as incurred and are included in general and administrative expenses in the unaudited consolidated statements of income. The Company recognized acquisition-related costs, which were incurred to effect business combination, for its SCIO and Health Integrated acquisitions of $323 and $457 during the three months ended September 30, 2018 and 2017, respectively, and recognized $1,230 and $505 for the nine months ended September 30, 2018 and 2017, respectively. Goodwill The following table sets forth details of the Company’s goodwill balance as of September 30, 2018 : Insurance Healthcare TT&L F&A All Other Analytics Total Balance as at January 1, 2017 $ 38,110 $ 19,276 $ 12,983 $ 47,537 $ 5,326 $ 63,538 $ 186,770 Acquisitions — 15,957 — — — — 15,957 Currency translation adjustments 223 — 696 835 — — 1,754 Balance as at December 31, 2017 $ 38,333 $ 35,233 $ 13,679 $ 48,372 $ 5,326 $ 63,538 $ 204,481 Acquisitions — — — — — 157,909 157,909 Measurement period adjustments* — (1,728 ) — — — — (1,728 ) Currency translation adjustments (93 ) — (1,380 ) (1,656 ) — — (3,129 ) Balance as at September 30, 2018 $ 38,240 $ 33,505 $ 12,299 $ 46,716 $ 5,326 $ 221,447 $ 357,533 * Subsequent to December 31, 2017 , adjustments of $1,728 have been made to the Health Integrated amounts of net tangible assets acquired and the earn-out with the corresponding offsets to goodwill. These adjustments are within the measurement period and have been accounted for prospectively. These adjustments did not have a significant impact on the Company’s unaudited consolidated statements of income, balance sheets or cash flows. Intangible Assets Information regarding the Company’s intangible assets is set forth below: As of September 30, 2018 Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 129,788 $ (52,570 ) $ 77,218 Leasehold benefits 2,545 (2,425 ) 120 Developed technology 44,677 (13,043 ) 31,634 Non-compete agreements 2,045 (1,899 ) 146 Trade names and trademarks 9,642 (4,861 ) 4,781 $ 188,697 $ (74,798 ) $ 113,899 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 189,597 $ (74,798 ) $ 114,799 As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 82,165 $ (43,667 ) $ 38,498 Leasehold benefits 2,888 (2,596 ) 292 Developed technology 15,835 (8,749 ) 7,086 Non-compete agreements 2,045 (1,780 ) 265 Trade names and trademarks 5,951 (4,034 ) 1,917 $ 108,884 $ (60,826 ) $ 48,058 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 109,784 $ (60,826 ) $ 48,958 The amortization expense for the period is as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Amortization expense $ 6,718 $ 3,487 $ 14,426 $ 10,492 The remaining weighted average life of intangible assets is as follows: (in years) Customer relationships 7.89 Leasehold benefits 0.67 Developed technology 4.54 Non-compete agreements 0.97 Trade names and trademarks (Finite lived) 3.16 Estimated future amortization expense related to intangible assets as of September 30, 2018 is as follows: 2018 (October 1 - December 31) $ 6,702 2019 24,250 2020 16,884 2021 15,175 2022 13,760 2023 and thereafter 37,128 Total $ 113,899 |