Business Combination, Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Business Combinations | Business Combination, Goodwill and Intangible Assets Clairvoyant AI Inc. On December 16, 2021, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”), completed the acquisition of Clairvoyant, a Delaware corporation, pursuant to an equity securities purchase agreement dated December 16, 2021 (the "Purchase Agreement"). The Company purchased 100% of the issued and outstanding equity securities in Clairvoyant. Clairvoyant is a global technology consulting and services company that helps organizations in their business transformation by maximizing the value of data through actionable insights. It provides data engineering, analytics, machine learning, product engineering, and cloud-based solutions. The acquisition strengthens the Company’s capabilities by adding additional expertise in data engineering and cloud enablement, further supporting its clients in insurance, healthcare, banking and financial services, and retail. The base purchase consideration payable at Closing was $80,080, excluding cash and cash equivalents acquired, debt and other estimated post-closing adjustments. As of March 31, 2022 and December 31, 2021, of the total purchase consideration, the Company has paid $78,198 and $76,831, respectively, net of cash and cash equivalents acquired. The Purchase Agreement also allows sellers the ability to earn up to $20,000 in earn-out payments, based on the achievement of certain performance goals by Clairvoyant during 2022 and 2023 calendar years. The earn-out has an estimated fair value of $9,000 and has been presented as contingent consideration under “Other non-current liabilities” and “Accrued expenses and other current liabilities,” as applicable, as of March 31, 2022 and December 31, 2021 in the consolidated balance sheets. 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 Purchase Agreement. To finance the acquisition at Closing, the Company utilized its revolving Credit Facility in the amount of $75,000 and paid the balance with available cash on hand. The Company accounted for the business combination using the acquisition method of accounting. The measurement period will not exceed one year from the acquisition date. Pursuant to the Company’s business combinations accounting policy, the aggregate purchase consideration for Clairvoyant 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 Clairvoyant, 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 Clairvoyant as of December 16, 2021 was as follows: Assets: Cash and cash equivalents $ 5,606 Accounts receivable, net 9,042 Other current assets 352 Property and equipment, net 399 Intangible assets, net Customer relationships 31,600 Developed technology 2,070 Trade names and trademarks 300 Non-compete agreements 300 Other assets 216 Total assets $ 49,885 Liabilities: Accounts payable $ (1,241) Accrued expenses and other current liabilities (4,833) Deferred tax liabilities (9,383) Other non-current liabilities (1,226) Total liabilities (16,683) Net assets acquired 33,202 Goodwill 56,373 Total purchase consideration* $ 89,575 * Includes contingent consideration of $9,000 recognized at fair value. The fair value of assets acquired and liabilities assumed from the acquisition of Clairvoyant 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 allocation that are not yet finalized are related to post-closing working capital and debt adjustments and reflect management’s best estimates and assumptions as of the reporting date. During the three months ended March 31, 2022, the Company recognized measurement period adjustments, which led to increase in goodwill in an amount of $1,148. The adjustments related to measurement of favorable lease intangibles of $160 included under “other assets” and reserves for various tax matters of $988 included under “other current liabilities.” The fair values of customer relationships were determined by using an “income approach,” specifically the Multi-Period Excess Earnings Method. 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 7 years . The fair values of the developed technology intangible assets were determined by using the “cost approach,” specifically the replacement cost method. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years. The goodwill recognized represents the acquired capabilities, operating synergies and other benefits expected to result from combining the acquired operations with the Company’s existing operations. The amount of goodwill recognized from Clairvoyant’s acquisition is not deductible for tax purposes. The goodwill has been assigned to the Company’s Analytics reportable segment based upon the Company’s assessment of nature of services rendered by Clairvoyant. 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 $134 and $761 during the three months ended and year ended March 31, 2022 and December 31, 2021, respectively. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The acquisition did not materially impact the Company's financial position, results of operations or cash flows, and therefore, the Company has not provided supplemental pro forma results. Goodwill The following table sets forth details of changes in goodwill by reportable segment of the Company: Insurance Healthcare Emerging Business Analytics Total Balance at January 1, 2022 $ 50,428 $ 21,942 $ 49,020 $ 282,512 $ 403,902 Measurement period adjustments — — — 1,148 1,148 Currency translation adjustments (116) (12) (361) — (489) Balance at March 31, 2022 $ 50,312 $ 21,930 $ 48,659 $ 283,660 $ 404,561 During the fourth quarter of 2021, the Company performed its annual impairment test of goodwill for those reporting units that had goodwill recorded. Based on the results, the fair values of each of the Company’s reporting units exceeded their carrying value and the goodwill was not impaired. As of March 31, 2022, the Company evaluated the continuing effects of COVID-19 and its impact on the global economy on each of the Company’s reporting units to assess whether there was a triggering event during the quarter requiring the Company to perform a goodwill impairment test. The Company considered certain improvements in current and forecasted economic and market conditions and qualitative factors, such as the Company’s performance in the first quarter and business forecasts for the remainder of the year, stock price movements and expansion plans. The Company reviewed key assumptions, including revisions of projected future revenues for reporting units against the results of the annual impairment test performed during the fourth quarter of 2021. The Company did not identify any triggers or indications of potential impairment for its reporting units as of March 31, 2022. There can be no assurances that 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. These estimates and judgements may not be within the control of the Company and accordingly it is reasonably possible that the judgments and estimates described above could change in future periods. The duration and severity of COVID-19 and continued market volatility is highly uncertain and, as such, the impact on cash flows, long-term debt-free net cash flow growth rate in the terminal year and discount rates are subject to significant judgments and may cause variability in the Company’s assessment of existence of any impairment. The Company continues to monitor the impacts of COVID-19 on the Company and significant changes in key assumptions that could result in future period impairment charges. The recoverability of goodwill is dependent upon the continued growth of cash flows from the Company’s business activities. This growth is based on business forecasts and improvement in profitability of its reporting units. The Company continues to maintain its focus on cultivating long-term client relationships as well as attracting new clients. Intangible Assets Information regarding the Company’s intangible assets is set forth below: As of March 31, 2022 Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 98,266 $ (31,360) $ 66,906 Developed technology 24,998 (17,119) 7,879 Trade names and trademarks 1,700 (1,085) 615 Non-compete agreements 300 (22) 278 $ 125,264 $ (49,586) $ 75,678 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 126,164 $ (49,586) $ 76,578 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Finite-lived intangible assets: Customer relationships $ 103,016 $ (33,018) $ 69,998 Developed technology 25,040 (15,850) 9,190 Trade names and trademarks 1,700 (1,006) 694 Non-compete agreements 300 — 300 $ 130,056 $ (49,874) $ 80,182 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 130,956 $ (49,874) $ 81,082 The amortization expense recognized in the unaudited consolidated statements of income was as follows: Three months ended March 31, 2022 2021 Amortization expense $ 4,486 $ 3,361 The remaining weighted average life of intangible assets is as follows: (in years) Customer relationships 6.2 Developed technology 1.8 Trade names and trademarks (Finite lived) 2.2 Non-compete agreements 3.7 Estimated future amortization expense related to finite-lived intangible assets as of March 31, 2022 was as follows: 2022 (April 1 - December 31) $ 12,514 2023 14,464 2024 11,962 2025 10,534 2026 10,193 2027 and thereafter 16,011 Total $ 75,678 |
Goodwill and Intangible Assets | Business Combination, Goodwill and Intangible Assets Clairvoyant AI Inc. On December 16, 2021, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”), completed the acquisition of Clairvoyant, a Delaware corporation, pursuant to an equity securities purchase agreement dated December 16, 2021 (the "Purchase Agreement"). The Company purchased 100% of the issued and outstanding equity securities in Clairvoyant. Clairvoyant is a global technology consulting and services company that helps organizations in their business transformation by maximizing the value of data through actionable insights. It provides data engineering, analytics, machine learning, product engineering, and cloud-based solutions. The acquisition strengthens the Company’s capabilities by adding additional expertise in data engineering and cloud enablement, further supporting its clients in insurance, healthcare, banking and financial services, and retail. The base purchase consideration payable at Closing was $80,080, excluding cash and cash equivalents acquired, debt and other estimated post-closing adjustments. As of March 31, 2022 and December 31, 2021, of the total purchase consideration, the Company has paid $78,198 and $76,831, respectively, net of cash and cash equivalents acquired. The Purchase Agreement also allows sellers the ability to earn up to $20,000 in earn-out payments, based on the achievement of certain performance goals by Clairvoyant during 2022 and 2023 calendar years. The earn-out has an estimated fair value of $9,000 and has been presented as contingent consideration under “Other non-current liabilities” and “Accrued expenses and other current liabilities,” as applicable, as of March 31, 2022 and December 31, 2021 in the consolidated balance sheets. 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 Purchase Agreement. To finance the acquisition at Closing, the Company utilized its revolving Credit Facility in the amount of $75,000 and paid the balance with available cash on hand. The Company accounted for the business combination using the acquisition method of accounting. The measurement period will not exceed one year from the acquisition date. Pursuant to the Company’s business combinations accounting policy, the aggregate purchase consideration for Clairvoyant 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 Clairvoyant, 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 Clairvoyant as of December 16, 2021 was as follows: Assets: Cash and cash equivalents $ 5,606 Accounts receivable, net 9,042 Other current assets 352 Property and equipment, net 399 Intangible assets, net Customer relationships 31,600 Developed technology 2,070 Trade names and trademarks 300 Non-compete agreements 300 Other assets 216 Total assets $ 49,885 Liabilities: Accounts payable $ (1,241) Accrued expenses and other current liabilities (4,833) Deferred tax liabilities (9,383) Other non-current liabilities (1,226) Total liabilities (16,683) Net assets acquired 33,202 Goodwill 56,373 Total purchase consideration* $ 89,575 * Includes contingent consideration of $9,000 recognized at fair value. The fair value of assets acquired and liabilities assumed from the acquisition of Clairvoyant 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 allocation that are not yet finalized are related to post-closing working capital and debt adjustments and reflect management’s best estimates and assumptions as of the reporting date. During the three months ended March 31, 2022, the Company recognized measurement period adjustments, which led to increase in goodwill in an amount of $1,148. The adjustments related to measurement of favorable lease intangibles of $160 included under “other assets” and reserves for various tax matters of $988 included under “other current liabilities.” The fair values of customer relationships were determined by using an “income approach,” specifically the Multi-Period Excess Earnings Method. 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 7 years . The fair values of the developed technology intangible assets were determined by using the “cost approach,” specifically the replacement cost method. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years. The goodwill recognized represents the acquired capabilities, operating synergies and other benefits expected to result from combining the acquired operations with the Company’s existing operations. The amount of goodwill recognized from Clairvoyant’s acquisition is not deductible for tax purposes. The goodwill has been assigned to the Company’s Analytics reportable segment based upon the Company’s assessment of nature of services rendered by Clairvoyant. 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 $134 and $761 during the three months ended and year ended March 31, 2022 and December 31, 2021, respectively. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The acquisition did not materially impact the Company's financial position, results of operations or cash flows, and therefore, the Company has not provided supplemental pro forma results. Goodwill The following table sets forth details of changes in goodwill by reportable segment of the Company: Insurance Healthcare Emerging Business Analytics Total Balance at January 1, 2022 $ 50,428 $ 21,942 $ 49,020 $ 282,512 $ 403,902 Measurement period adjustments — — — 1,148 1,148 Currency translation adjustments (116) (12) (361) — (489) Balance at March 31, 2022 $ 50,312 $ 21,930 $ 48,659 $ 283,660 $ 404,561 During the fourth quarter of 2021, the Company performed its annual impairment test of goodwill for those reporting units that had goodwill recorded. Based on the results, the fair values of each of the Company’s reporting units exceeded their carrying value and the goodwill was not impaired. As of March 31, 2022, the Company evaluated the continuing effects of COVID-19 and its impact on the global economy on each of the Company’s reporting units to assess whether there was a triggering event during the quarter requiring the Company to perform a goodwill impairment test. The Company considered certain improvements in current and forecasted economic and market conditions and qualitative factors, such as the Company’s performance in the first quarter and business forecasts for the remainder of the year, stock price movements and expansion plans. The Company reviewed key assumptions, including revisions of projected future revenues for reporting units against the results of the annual impairment test performed during the fourth quarter of 2021. The Company did not identify any triggers or indications of potential impairment for its reporting units as of March 31, 2022. There can be no assurances that 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. These estimates and judgements may not be within the control of the Company and accordingly it is reasonably possible that the judgments and estimates described above could change in future periods. The duration and severity of COVID-19 and continued market volatility is highly uncertain and, as such, the impact on cash flows, long-term debt-free net cash flow growth rate in the terminal year and discount rates are subject to significant judgments and may cause variability in the Company’s assessment of existence of any impairment. The Company continues to monitor the impacts of COVID-19 on the Company and significant changes in key assumptions that could result in future period impairment charges. The recoverability of goodwill is dependent upon the continued growth of cash flows from the Company’s business activities. This growth is based on business forecasts and improvement in profitability of its reporting units. The Company continues to maintain its focus on cultivating long-term client relationships as well as attracting new clients. Intangible Assets Information regarding the Company’s intangible assets is set forth below: As of March 31, 2022 Gross Accumulated Net Carrying Finite-lived intangible assets: Customer relationships $ 98,266 $ (31,360) $ 66,906 Developed technology 24,998 (17,119) 7,879 Trade names and trademarks 1,700 (1,085) 615 Non-compete agreements 300 (22) 278 $ 125,264 $ (49,586) $ 75,678 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 126,164 $ (49,586) $ 76,578 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Finite-lived intangible assets: Customer relationships $ 103,016 $ (33,018) $ 69,998 Developed technology 25,040 (15,850) 9,190 Trade names and trademarks 1,700 (1,006) 694 Non-compete agreements 300 — 300 $ 130,056 $ (49,874) $ 80,182 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 130,956 $ (49,874) $ 81,082 The amortization expense recognized in the unaudited consolidated statements of income was as follows: Three months ended March 31, 2022 2021 Amortization expense $ 4,486 $ 3,361 The remaining weighted average life of intangible assets is as follows: (in years) Customer relationships 6.2 Developed technology 1.8 Trade names and trademarks (Finite lived) 2.2 Non-compete agreements 3.7 Estimated future amortization expense related to finite-lived intangible assets as of March 31, 2022 was as follows: 2022 (April 1 - December 31) $ 12,514 2023 14,464 2024 11,962 2025 10,534 2026 10,193 2027 and thereafter 16,011 Total $ 75,678 |