XML 32 R21.htm IDEA: XBRL DOCUMENT v3.7.0.1
Description of Business and Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2017
Accounting Policies [Abstract]  
Schedule of Revenue by Product/Service Groups
Presented in the table below is the breakout of our revenue streams for each of those product/service channels for the three and six months ended June 30, 2017 and 2016.

 
 
Three Months Ended
Six Months Ended
 
 
June 30,
June 30,
(dollar amounts in thousands)
 
2017
 
2016
2017
 
2016
Exchanges
 
$
60,373

 
$
49,322

$
112,987

 
$
99,408

Broker Systems
 
3,595

 
3,885

7,383

 
7,097

Risk Compliance Solutions (“RCS”)
 
22,663

 
18,662

44,515

 
35,413

Carrier Systems
 
756

 
705

1,605

 
1,722

Totals
 
$
87,387

 
$
72,574

$
166,490

 
$
143,640

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
Additional information regarding the Company's assets and liabilities that are measured at fair value on a recurring basis is presented in the following tables:


 
 
Fair Values at Reporting Date Using*
Descriptions
 
Balance, June 30, 2017
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
 
 
(In thousands)
Assets
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
Commercial bank certificates of deposits ($1.1 million is recorded in the long
term asset section of the consolidated
balance sheets in "Other Assets")
 
$
13,949

$
13,949

$

$

Total assets measured at fair value
 
$
13,949

$
13,949

$

$

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Derivatives:
 
 
 
 
 
Contingent accrued earn-out acquisition consideration (a)
 
$
39,460

$

$

$
39,460

Total liabilities measured at fair value
 
$
39,460

$

$

$
39,460

 
 
 
 
 
 
(a) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments.
* During the six months ended June 30, 2017 there were no transfers between fair value Levels 1, 2 or 3.


 
 
Fair Values at Reporting Date Using*
Descriptions
 
Balance, December 31, 2016
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
 
 
(In thousands)
Assets
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
Commercial bank certificates of deposits ($925 thousand is recorded in the long
term asset section of the consolidated
balance sheets in "Other Assets")
 
$
4,030

4,030

$

$

Total assets measured at fair value
 
$
4,030

$
4,030

$

$

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Derivatives:
 
 
 
 
 
Contingent accrued earn-out acquisition consideration (a)
 
$
8,510

$

$

$
8,510

Total liabilities measured at fair value
 
$
8,510

$

$

$
8,510

 
 
 
 
 
 
(a) The income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected cash flows, rate of return, and probability assessments.
* During the twelve months ended December 31, 2016 there were no transfers between fair value Levels 1, 2 or 3.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the six months ended June 30, 2017 and during the year ended December 31, 2016:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Contingent Liability for Accrued Earn-out Acquisition Consideration
 
June 30, 2017
 
December 31, 2016
 
 
(in thousands)
 
 
 
 
 
Beginning balance
 
$
8,510

 
$
4,277

 
 
 
 
 
Total remeasurement adjustments:
 
 
 
 
       Gains included in earnings **
 

 
(1,344
)
       Increases (Reductions) recorded against goodwill
 
(3,096
)
 
(664
)
       Foreign currency translation adjustments ***
 
(66
)
 
(208
)
 
 
 
 
 
Acquisitions and settlements
 
 
 
 
       Business acquisitions
 
34,112

 
6,449

       Settlement payments
 

 

 
 
 
 
 
Ending balance
 
$
39,460

 
$
8,510

 
 
 
 
 
The amount of total (gains) losses for the period included in earnings or changes to net assets, attributable to changes in unrealized gains relating to assets or liabilities still held at period-end. Vertex earnout period expired in the third quarter of 2016 and gain was realized.
 
$

 
$
(624
)
 
 
 
 
 
** recorded as a reduction to reported general and administrative expenses
 
 
*** recorded as a component of other comprehensive income within stockholders' equity
 
 
Quantitative Information about Level 3 Fair Value Measurements
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:
  
 
 
 
 
 
 
(in thousands)
 
Fair Value at  June 30, 2017
 
             Valuation Technique
 
Significant Unobservable
Input
Contingent acquisition consideration:
(Qatarlyst, Wdev, and ItzCash acquisition)
 
$39,460
 
Discounted cash flow
 
Projected revenue and probability of achievement

  
 
 
 
 
 
 
(in thousands)
 
Fair Value at December 31, 2016
 
             Valuation Technique
 
Significant Unobservable
Input
Contingent acquisition consideration:
(Qatarlyst and Wdev acquisitions)
 
$8,510
 
Discounted cash flow
 
Projected revenue and probability of achievement
Schedule of Goodwill
Changes in the carrying amount of goodwill for the six months ended June 30, 2017 and the year ended December 31, 2016 are reflected in the following table.
 
June 30, 2017
 
December 31, 2016
 
(In thousands)
Beginning Balance
$
441,404

 
$
402,259

Additions (see Note 3)
117,336

 
35,787

Purchase accounting adjustments
(1,632
)
 
4,298

Foreign currency translation adjustments
394

 
(940
)
Ending Balance
$
557,502

 
$
441,404

Schedule of Finite-Lived Intangible Assets by Major Class, Estimated Useful Lives
We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows:

Category
 
Life (yrs)
Customer relationships
 
7–20
Developed technology
 
3–12
Trademarks
 
3–15
Non-compete agreements
 
5
Backlog
 
1.2
Database
 
10
Schedule of Intangible Assets, Excluding Goodwill
The carrying value of finite-lived and indefinite-lived intangible assets at June 30, 2017 and December 31, 2016 are as follows:
 
June 30,
2017
 
December 31,
2016
 
(In thousands)
Finite-lived intangible assets:
 
 
 
Customer relationships
$
77,359

 
$
71,338

Developed technology
21,548

 
16,011

Trademarks
2,684

 
2,666

Non-compete agreements
764

 
764

Backlog
140

 
140

Database
212

 
212

Total intangibles
102,707

 
91,131

Accumulated amortization
(53,631
)
 
(49,795
)
Finite-lived intangibles, net
$
49,076

 
$
41,336

 
 
 
 
Indefinite-lived intangibles:
 
 
 
Customer/territorial relationships
$
30,887

 
$
30,887