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Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

Intangible Assets

The following table presents the Company’s purchased intangible assets as of March 31, 2020 (in thousands):

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

188,083

 

 

$

(122,624

)

 

$

65,459

 

 

 

10

 

Trade names and trademarks

 

19,133

 

 

 

(13,467

)

 

 

5,666

 

 

 

8

 

Non-compete agreements

 

902

 

 

 

(427

)

 

 

475

 

 

 

3

 

Content library

 

497

 

 

 

(497

)

 

 

 

 

 

2

 

Proprietary software

 

870

 

 

 

(730

)

 

 

140

 

 

 

5

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

79,797

 

 

 

 

 

 

79,797

 

 

N/A

 

 

$

289,282

 

 

$

(137,745

)

 

$

151,537

 

 

 

5

 

 

The following table presents the Company’s purchased intangible assets as of December 31, 2019 (in thousands):

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

191,171

 

 

$

(121,074

)

 

$

70,097

 

 

 

10

 

Trade names and trademarks

 

19,380

 

 

 

(12,929

)

 

 

6,451

 

 

 

8

 

Non-compete agreements

 

2,769

 

 

 

(2,181

)

 

 

588

 

 

 

3

 

Content library

 

506

 

 

 

(506

)

 

 

 

 

 

2

 

Proprietary software

 

870

 

 

 

(695

)

 

 

175

 

 

 

5

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

81,109

 

 

 

 

 

 

81,109

 

 

N/A

 

 

$

295,805

 

 

$

(137,385

)

 

$

158,420

 

 

 

5

 

 

The Company’s estimated future amortization expense for the succeeding years relating to the purchased intangible assets resulting from acquisitions completed prior to March 31, 2020 is as follows (in thousands):

 

 

Amount

 

2020 (remainder of the year)

$

9,771

 

2021

 

9,325

 

2022

 

8,049

 

2023

 

7,222

 

2024

 

6,979

 

2025

 

6,858

 

2026 and thereafter

 

23,536

 

 

Goodwill

Changes in goodwill for the three months ended March 31, 2020 consisted of the following (in thousands):

 

 

January 1, 2020

 

 

Acquisition-

Related

 

 

Effect of

Foreign

Currency

 

 

March 31, 2020

 

Americas

$

259,953

 

 

$

 

 

$

(3,954

)

 

$

255,999

 

EMEA

 

51,294

 

 

 

 

 

 

(2,602

)

 

 

48,692

 

 

$

311,247

 

 

$

 

 

$

(6,556

)

 

$

304,691

 

 

Changes in goodwill for the year ended December 31, 2019 consisted of the following (in thousands):

 

 

January 1, 2019

 

 

Acquisition-

Related  (1)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2019

 

Americas

$

255,436

 

 

$

1,202

 

 

$

3,315

 

 

$

259,953

 

EMEA

 

47,081

 

 

 

2,421

 

 

 

1,792

 

 

 

51,294

 

 

$

302,517

 

 

$

3,623

 

 

$

5,107

 

 

$

311,247

 

 

(1) The year ended December 31, 2019 includes the impact of adjustments to acquired goodwill upon finalization of working capital adjustments and the tax analysis of WhistleOut’s and Symphony’s assets acquired and liabilities assumed.

 

The Company performs its annual goodwill impairment test during the third quarter, or more frequently if indicators of impairment exist.

For the annual goodwill impairment test, the Company elected to forgo the option to first assess qualitative factors and performed its annual quantitative goodwill impairment test as of July 31, 2019.  Under ASC 350, Intangibles – Goodwill and Other, the carrying value of assets is calculated at the reporting unit level. The quantitative assessment of goodwill includes comparing a reporting unit’s calculated fair value to its carrying value. The calculation of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the projected long-term growth rate and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. If the fair value of the reporting unit is less than its carrying value, goodwill is considered impaired and an impairment loss is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

The process of evaluating the fair value of the reporting units is highly subjective and requires significant judgment and estimates as the reporting units operate in a number of markets and geographical regions. The Company considered the income and market approaches to determine its best estimates of fair value, which incorporated the following significant assumptions:

 

Revenue projections, including revenue growth during the forecast periods;

 

EBITDA margin projections over the forecast periods;

 

Estimated income tax rates;

 

Estimated capital expenditures; and

 

Discount rates based on various inputs, including the risks associated with the specific reporting units as well as their revenue growth and EBITDA margin assumptions.

As of July 31, 2019, the Company had eight reporting units, seven of which have goodwill. The Company concluded that goodwill was not impaired for all seven of its reporting units with goodwill, based on generally accepted valuation techniques and the significant assumptions outlined above.  The fair values of three of the seven reporting units were substantially in excess of their carrying value. The Clearlink, Symphony, Latin America and Qelp reporting units’ fair values exceeded their respective carrying values, although the fair value cushion was not substantial. The decrease in the Clearlink reporting unit’s cushion from the prior year was primarily attributable to a decrease in the projected long-term growth rate of the U.S. Gross Domestic Product as well as a decline in projected revenue growth. The decrease in the cushion from the prior year for the Latin America and Qelp reporting units was primarily attributable to an increase in the country-specific risk premiums which increased the applied weighted average cost of capital. Symphony was acquired by the Company in November 2018.

The Clearlink, Symphony, Latin America and Qelp reporting units are at risk of future impairment if projected operating results are not met or other inputs into the fair value measurement model change. Symphony’s on-site consulting model has been negatively impacted by travel and shelter-in-place restrictions imposed by governments and businesses to reduce the spread of COVID-19. There is significant uncertainty regarding the length of time these restrictions will remain in place. An impairment charge may arise in the future if Symphony’s operations experience a prolonged delay in the resumption of its operations or a significant shift in client demand results from the economic downturn. As of March 31, 2020, the Company believes there was not impairment related to Symphony’s $39.0 million of goodwill.

As of March 31, 2020, the Company believes there were no indicators of impairment related to Clearlink’s $74.0 million of goodwill, Latin Americas $18.9 million of goodwill and Qelp’s $9.6 million of goodwill.