GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and intangible assets are shown in the following table:




	Goodwill		Intangible assets with an indefinite life		Intangible assets with a finite life			Total

Balance at December 31, 2015
Gross amount	$	42,237	$	26,036	$	29,166		$	97,439
Accumulated amortization	n/a		n/a		(13,390		)	(13,390		)
Accumulated translation adjustment	4,911		—		—			4,911
	47,148		26,036		15,776			88,960
Acquired during the year	—		—		13,330			13,330
Amortization	n/a		n/a		(2,493		)	(2,493		)
Impairment charges	—		—		(12,939		)	(12,939		)
Balance at December 31, 2016
Gross amount ⁽¹⁾	42,237		26,036		23,030			91,303
Accumulated amortization ⁽¹⁾	n/a		n/a		(9,356		)	(9,356		)
Accumulated translation adjustment	4,911		—		—			4,911
	47,148		26,036		13,674			86,858
Amortization	n/a		n/a		(1,809		)	(1,809		)
Balance at December 31, 2017
Gross amount	$	42,237	$	26,036	$	23,030		$	91,303
Accumulated amortization	n/a		n/a		(11,165		)	(11,165		)
Accumulated translation adjustment	4,911		—		—			4,911
	47,148		26,036		11,865			85,049
Acquired during the year	54,855		94,748		387,545			537,148
Amortization	n/a		n/a		(55,369		)	(55,369		)
	$	102,003	$	120,784	$	344,041		$	566,828

n/a – not applicable


(1)	During the year ended December 31, 2017, an amount of $6,136 and 7,945 was adjusted from gross amount and accumulated amortization, respectively, as a result of the wind-down of the Company's retail insurance operations in Australia.

On April 1, 2015, the Company completed the acquisition of Ternian Insurance Group LLC ("Ternian"), a leading provider of voluntary, limited benefit affordable health plans and other employee benefits coverage for hourly and part-time workers and their families. The Company recognized intangible assets of $13 million associated with this acquisition.

During September 2015, as part of its profitability enhancement initiatives, the Company decided to wind-down all of its retail insurance operations in Australia. As a result of this decision, the Company recognized an impairment of an associated finite-lived intangible asset. The impaired intangible asset related to the purchase of an Australian distribution network in 2009 that had an initial expected useful life of thirty years. The impairment expense of $13 million was included as part of the reorganization and related expenses in the Consolidated Statement of Operations.

In connection with the acquisition of Novae, the Company identified finite lived intangible assets of $385 million, including Value of Business Acquired ("VOBA") which represents the present value of the expected underwriting profit within policies that were in-force at the closing date of the transaction, of $257 million and other finite lived intangible assets primarily related to distribution networks of $128 million. Finite lived intangible assets will be amortized over a weighted average period of 7 years, including VOBA that will be amortized over a period of 4 years and other finite lived intangible assets that will be amortized over a weighted average of 13 years, respectively. In addition, the Company identified indefinite lived intangible assets related to Lloyd's syndicate capacity of $95 million. The Company also recognized goodwill of $54 million.

In connection with the acquisition of Contessa, the Company recognized goodwill of $1 million.

Intangible assets with an indefinite life include U.S. state licenses that provide a legal right to transact business indefinitely and the value of Lloyd's syndicate capacity, which represents Novae's right to underwrite a certain allocated limit of premium in the Lloyd's market.

The gross amount and accumulated amortization by category of VOBA and intangible assets is shown in the following table:



	VOBA and intangible assets
Balance At December 31, 2017	Gross amount		Accumulated amortization			Total

U.S. state licenses	$	26,036	n/a			$	26,036
Customer lists, trademark and non-compete - Media Pro	9,700		(9,244		)	456
Customer relationships and customers lists - Ternian	13,330		(3,666		)	9,664
Other intangibles - Aviabel	2,140		(977		)	1,163
VOBA - Novae	256,942		(50,104		)	206,838
Syndicate capacity	94,748		n/a			94,748
Coverholders	63,565		(1,324		)	62,241
Large brokers	46,641		(777		)	45,864
SME brokers	14,126		(294		)	13,832
MGA contract	4,131		(148		)	3,983
	$	531,359	$	(66,534	)	$	464,825



	Intangible assets
Balance At December 31, 2016	Gross amount		Accumulated amortization			Total

U.S. state licenses	$	26,036	n/a			$	26,036
Customer lists, trademark and non-compete - Media Pro	9,700		(8,832		)	868
Customer relationships and customers lists - Ternian	13,330		(2,333		)	10,997
	$	49,066	$	(11,165	)	$	37,901

The estimated amortization expense of VOBA and intangible assets with a finite life is shown in the following table:




	VOBA		Intangible assets		Total
2018	$	171,124	$	13,025	$	184,149
2019	26,722		11,606		38,328
2020	5,139		11,506		16,645
2021	3,853		11,506		15,359
2022	—		11,506		11,506
2023 and thereafter	—		78,054		78,054
Total remaining amortization expense	206,838		137,203		344,041
Indefinite lived intangible assets	—		120,784		120,784
Total intangible assets	$	206,838	$	257,987	$	464,825

The estimated remaining useful lives of finite lived intangible assets range from 1 to 15 years.

The Company's impairment reviews of goodwill and indefinite lived intangibles did not result in the recognition of impairment losses for the years ended December 31, 2017 and 2016. In 2015, the Company recognized $13 million of impairment losses related to the wind-down all of its retail insurance operations in Australia.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details