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 healthcare organizations 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 aggregate purchase consideration was $245,044 , including cash and cash equivalents acquired and 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 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. 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 No. 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 $ 9,842 Restricted cash 2,790 Accounts receivable 19,924 Other current assets 2,076 Property and equipment 1,824 Other assets 1,751 Intangible assets Customer relationships 47,800 Developed technology 21,400 Trade names and trademarks 3,700 111,107 Liabilities: Current liabilities (12,482 ) Deferred tax liabilities, net (17,132 ) Other non-current liabilities (200 ) (29,814 ) Net assets acquired $ 81,293 Goodwill 163,751 Total purchase consideration $ 245,044 The fair value of assets acquired and liabilities assumed from the acquisition of SCIO is based on a preliminary valuation and, as such, the Company's estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price that are not yet finalized are related to direct and indirect taxes. 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. Actual and Unaudited Pro Forma Financial Information The Company completed the acquisition of SCIO on July 1, 2018 and accordingly SCIO’s operations for the period from July 1, 2018 to December 31, 2018 are included in the Company’s consolidated statements of income. SCIO contributed revenues of $40,038 for the period from the completion of acquisition through December 31, 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 December 31, 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 acquisition occurred on January 1, 2017, nor is it necessarily indicative of the future results of operations of the combined company. Unaudited Year ended December 31, 2018 2017 Revenues, net $ 924,172 $ 834,158 Net income $ 55,756 $ 45,827 Earnings per share: Basic $ 1.62 $ 1.35 Diluted $ 1.59 $ 1.30 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 aggregate purchase consideration of $22,811 was paid in cash including post-closing adjustments. 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, which were not achieved. The earn-out was fair valued at $920 as of December 31, 2017. As of December 31, 2018, fair value of earn-out was $ nil . A portion of the purchase consideration 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 lives in the Medicaid, Medicare, and dual eligible populations. It is known for its 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 were being amortized prior to impairment testing over the weighted average useful life of 7.0 years and developed technology and trademarks over the useful life of 1.0 year and 2.0 years , respectively. The goodwill, customer relationship and trademarks from the Health Integrated acquisition were impaired during the fourth quarter of 2018. Refer to the Goodwill and Intangible Assets details below. The Company also issued 4,444 shares of restricted stock units with an aggregate fair value of $275 to certain key employees of Health Integrated, each of whom accepted employment positions with the Company upon consummation of the combination. The restricted stock units vest proportionally over four years and the fair value of these grants will be recognized as compensation expense on a straight-line basis over the vesting term. Actual and Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations have been prepared using the acquisition method of accounting to give effect to the Health Integrated acquisition as though it occurred on January 1, 2016. The Company completed its acquisition of Health Integrated on December 22, 2017 and accordingly Health Integrated’s operations for the period from December 22, 2017 to December 31, 2017 are included in the Company’s consolidated statement of income. The pro forma amounts reflect certain adjustments, such as depreciation and amortization on assets acquired, interest expense related to liabilities not assumed by the Company and facility costs for certain facilities not acquired. The unaudited pro forma financial information is presented for illustrative purposes only, is based on 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, 2016, nor is it necessarily indicative of the future results of operations of the combined company. Unaudited Year ended December 31, 2017 2016 Revenues $ 801,101 $ 729,938 Net income $ 46,998 $ 58,232 Earnings per share: Basic $ 1.39 $ 1.73 Diluted $ 1.34 $ 1.68 Acquisition-related costs Acquisition-related costs are being expensed as incurred and are included in general and administrative expenses in the consolidated statements of income. The Company recognized acquisition-related costs of $1,315 and $826 during the years ended December 31, 2018 and 2017, respectively, which were incurred by the Company to effect its business combinations for the SCIO and Health Integrated acquisitions. Goodwill The following table sets forth details of changes in goodwill by reportable segment of the Company: 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 — — — — — 163,751 163,751 Measurement period adjustments* — (1,728 ) — — — — (1,728 ) Currency translation adjustments (130 ) — (982 ) (1,179 ) — — (2,291 ) Impairment charges — (14,229 ) — — — — (14,229 ) Balance as at December 31, 2018 $ 38,203 $ 19,276 $ 12,697 $ 47,193 $ 5,326 $ 227,289 $ 349,984 * Subsequent to the date of acquisition and upon receipt of additional information, adjustments of $1,728 have been made to the Health Integrated amounts of net tangible assets acquired and the earn-out with the corresponding offset to goodwill. These adjustments are within the measurement period and would be accounted for prospectively. These adjustments did not have a significant impact on the Company’s consolidated statements of income, balance sheets or cash flows. The Company elected to adopt the simplified goodwill impairment testing method under ASU No. 2017-04, based on which its annual goodwill impairment quantitative assessments, carried out in the fourth quarter of 2018. During the fourth quarter of 2018, the Company performed its annual impairment test of goodwill for all its reporting units. Based on the results, the fair values of each of the Company’s reporting units exceeded their carrying values except for the Health Integrated reporting unit, within the Healthcare operating segment. The primary factors contributing to a reduction in the fair value of the Health Integrated reporting unit were: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget; and (ii) significant changes to the Company's estimated future cash flows and long-term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. As a result of this analysis, the Company recognized a goodwill impairment charge of $14,229 during the fourth quarter to write down the carrying value of Health Integrated’s goodwill to its fair value of $ nil as of December 31, 2018. This impairment loss was recorded in the consolidated statements of income under "impairment charges". As of December 31, 2018, the Company believes no other goodwill impairment exists, apart from the impairment charges discussed above, and that the remaining goodwill is recoverable for all of its reporting units; however, there can be no assurances that additional goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. Intangible Assets Information regarding the Company’s intangible assets is set forth below: As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 129,790 $ (56,367 ) $ (5,549 ) $ 67,874 Leasehold benefits 2,644 (2,567 ) — 77 Developed technology 37,154 (14,653 ) — 22,501 Non-compete agreements 2,045 (1,937 ) — 108 Trade names and trademarks 9,639 (5,326 ) (278 ) 4,035 $ 181,272 $ (80,850 ) $ (5,827 ) $ 94,595 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ — $ 900 Total intangible assets $ 182,172 $ (80,850 ) $ (5,827 ) $ 95,495 As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Accumulated Impairment 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 year is as follows: Year ended December 31, 2018 2017 2016 Amortization expense $ 20,377 $ 13,975 $ 11,873 During the fourth quarter of 2018, the Company recognized impairment charges of $5,549 and $278 related to its customer relationships and trademarks intangible assets, respectively, in the Health Integrated reporting unit, within the Healthcare operating segment. The Company tested these intangible assets for recoverability due to indicators warranting the impairment test such as: (i) revenues and profitability in 2018 were significantly lower than the Company’s budget, and (ii) significant changes to the Company's estimated future cash flows and long -term growth assumptions for the Health Integrated reporting unit driven by loss of customer contracts, cost pressures and the Company’s most recent views of the long-term outlook for the Health Integrated business. Based on the results of its testing, the Company determined that the carrying value of the intangible assets was not recoverable, and an impairment charge was recorded to the extent that carrying value exceeded estimated fair value. This impairment charge was recorded in the consolidated statements of income under "impairment charges". Subsequent to the impairment test, Health Integrated reporting unit’s customer relationships and trademarks intangibles assets were reduced to $ nil as of December 31, 2018. The remaining weighted average life of intangible assets is as follows: (in years) Customer relationships 7.93 Leasehold benefits 0.41 Developed technology 4.34 Non-compete agreements 0.72 Trade names and trademarks (Finite lived) 3.11 Estimated future amortization expense related to intangible assets as of December 31, 2018 is as follows: 2019 $ 21,543 2020 14,442 2021 12,743 2022 11,331 2023 9,042 2024 and thereafter 25,494 Total $ 94,595 |