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 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 were 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 fair value of assets acquired and liabilities assumed from the acquisition of SCIO is based on a preliminary valuation. The primary areas of the purchase price that are not yet finalized are related to direct and indirect taxes, and, as such, the Company's estimates and assumptions are subject to change within the measurement period. 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 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. 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 $ nil and $363 during the three months ended March 31, 2019 and 2018, respectively. 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 at January 1, 2018 $ 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 at December 31, 2018 $ 38,203 $ 19,276 $ 12,697 $ 47,193 $ 5,326 $ 227,289 $ 349,984 Currency translation adjustments 45 — 95 115 — — 255 Balance at March 31, 2019 $ 38,248 $ 19,276 $ 12,792 $ 47,308 $ 5,326 $ 227,289 $ 350,239 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 March 31, 2019, 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 March 31, 2019 Gross Accumulated Accumulated Impairment Net Carrying Finite-lived intangible assets: Customer relationships $ 129,832 $ (59,826 ) $ (5,549 ) $ 64,457 Leasehold benefits 2,668 (2,636 ) — 32 Developed technology 37,182 (16,279 ) — 20,903 Non-compete agreements 2,045 (1,975 ) — 70 Trade names and trademarks 9,643 (5,719 ) (278 ) 3,646 $ 181,370 $ (86,435 ) $ (5,827 ) $ 89,108 Indefinite-lived intangible assets: Trade names and trademarks 900 — — 900 Total intangible assets $ 182,270 $ (86,435 ) $ (5,827 ) $ 90,008 As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying 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 The amortization expense for the period is as follows: Three months ended March 31, 2019 2018 Amortization expense $ 5,528 $ 3,947 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 7.84 Leasehold benefits 0.17 Developed technology 4.17 Non-compete agreements 0.47 Trade names and trademarks (Finite lived) 2.92 Estimated future amortization expense related to intangible assets as of March 31, 2019 is as follows: 2019 (April 1 - December 31) $ 16,034 2020 14,452 2021 12,749 2022 11,334 2023 9,045 2024 and thereafter 25,494 Total $ 89,108 |