Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill has an estimated indefinite life and is not amortized; rather, it is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Our annual goodwill impairment review occurs on October 31 of each fiscal year. We evaluate qualitative factors that could cause us to believe the estimated fair value of our reporting unit may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenues and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in management, strategy, partners, or litigation.

We did not identify any qualitative factors that would trigger a quantitative goodwill impairment test during the three months ended March 31, 2024. We will perform our annual impairment test of October 31, 2024.

2023 Goodwill Impairment Test

On October 31, 2023, the Company performed its annual goodwill impairment review for fiscal year 2023. In addition, the Company underwent organizational changes which required a reassessment of reporting units. As a result, the Company determined it has one reporting unit due to the economic similarity of the services provided to our partners. Based on our qualitative assessment, we did not identify sufficient indicators of impairment that would suggest the fair value of our reporting unit was below its respective carrying values. As a result, a quantitative goodwill impairment analysis was not required.

Change in Goodwill

The following table summarizes the changes in the carrying amount of goodwill, for the periods presented (in thousands):


	For the Three Months Ended March 31,
	2024		2023
Balance, beginning of period	$	1,116,542	$	722,774
Goodwill acquired (1)	—		395,164
Foreign currency translation	(3)		7
Balance, end of period	$	1,116,539	$	1,117,945

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(1)Goodwill acquired from the addition of NIA in January 2023

Intangible Assets, Net

Details of our intangible assets (in thousands, except weighted-average useful lives) are presented below:


	March 31, 2024							December 31, 2023
	Weighted- Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted- Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Corporate trade name	0.8	$	51,965	$	35,954	$	16,011	1.0	$	51,965	$	30,288	$	21,677
Customer relationships	14.2	806,668		150,928		655,740		14.5	806,668		139,150		667,518
Technology	3.5	162,015		105,495		56,520		3.8	162,015		101,566		60,449
Below market lease, net	0.0	1,218		1,218		—		0.0	1,218		1,218		—
Provider network contracts	1.5	19,394		16,320		3,074		1.1	18,054		15,689		2,365
Total intangible assets, net		$	1,041,260	$	309,915	$	731,345		$	1,039,920	$	287,911	$	752,009

Amortization expense related to intangible assets was $22.0 million and $21.1 million for the three months ended March 31, 2024 and 2023, respectively.

Future estimated amortization of intangible assets (in thousands) as of March 31, 2024, is as follows:


2024	$	65,129
2025	63,288
2026	63,038
2027	60,296
2028	48,362
Thereafter	431,232
Total future amortization of intangible assets	$	731,345

As part of the organizational changes as a result of growth in our value-based specialty care business, we will sunset several corporate trade names and replace them with Evolent signifying our adoption and launch of a unified brand. As a result, we accelerated amortization such that all corporate trade names will be fully amortized by December 2024.

Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the assets’ carrying value. We did not identify any circumstances during the three months ended March 31, 2024, that would require an impairment test for our intangible assets.