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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 7. Goodwill and Intangible Assets

Intangible Assets

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

 

 

Gross

Intangibles

 

 

Accumulated

Amortization

 

 

Net

Intangibles

 

 

Weighted

Average

Amortization

Period (years)

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

195,116

 

 

$

(133,689

)

 

$

61,427

 

 

 

10

 

Trade names and trademarks

 

7,918

 

 

 

(3,225

)

 

 

4,693

 

 

 

8

 

Non-compete agreements

 

1,100

 

 

 

(712

)

 

 

388

 

 

 

3

 

Content library

 

4,851

 

 

 

(551

)

 

 

4,300

 

 

 

5

 

Proprietary software

 

870

 

 

 

(835

)

 

 

35

 

 

 

5

 

 

 

209,855

 

 

 

(139,012

)

 

 

70,843

 

 

 

9

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

163,132

 

 

 

 

 

 

163,132

 

 

N/A

 

 

$

372,987

 

 

$

(139,012

)

 

$

233,975

 

 

 

 

 

 

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

 

 

 

214,696

 

 

 

(137,385

)

 

 

77,311

 

 

 

10

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domain names

 

81,109

 

 

 

 

 

 

81,109

 

 

N/A

 

 

$

295,805

 

 

$

(137,385

)

 

$

158,420

 

 

 

 

 

 

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

 

 

Amount

 

2021

 

11,760

 

2022

 

10,423

 

2023

 

8,300

 

2024

 

8,065

 

2025

 

7,951

 

2026 and thereafter

 

24,344

 

 

Goodwill

Changes in goodwill for the year ended December 31, 2020 consisted of the following (in thousands):

 

 

January 1, 2020

 

 

Acquisition-

Related (1)

 

 

Impairment (2)

 

 

Effect of

Foreign

Currency

 

 

December 31, 2020

 

Americas

$

259,953

 

 

$

8,851

 

 

$

 

 

$

668

 

 

$

269,472

 

EMEA

 

51,294

 

 

 

 

 

 

(21,792

)

 

 

435

 

 

 

29,937

 

 

$

311,247

 

 

$

8,851

 

 

$

(21,792

)

 

$

1,103

 

 

$

299,409

 

 

 

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

 

 

January 1, 2019

 

 

Acquisition-

Related (1)

 

 

Impairment

 

 

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)

See Note 4, Acquisitions, for further information.  The year ended December 31, 2020 includes the goodwill recorded related to the TMC acquisition.  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.

(2)

See Note 7, Goodwill and Intangible Assets, for further information.  The year ended December 31, 2020 includes the impairment of a portion of the Symphony reporting unit’s goodwill.

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, 2020. Under ASC 350, 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, 2020, the Company had eight reporting units, seven of which had goodwill. The Company concluded that goodwill was not impaired for six of its seven 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. As part of this analysis, the Company considered the ongoing deterioration in general economic and market conditions due to the pandemic and its impact on each of the Company’s reporting units’ performance.

The Clearlink, Latin America and Qelp reporting units’ fair value exceeded their respective carrying values, although the fair value cushion was not substantial. The increase in the Clearlink reporting unit’s cushion from the prior year was primarily attributable to a decrease in its WACC driven by a decrease in the risk-free rate. The increase in the cushion from the prior year for the Qelp reporting unit was primarily attributable to an increase in the multiples applied using the guideline public company method under the market approach valuation. The decrease in the cushion from the prior year for the Latin America reporting unit was primarily attributable to an increase in its WACC driven by an increase in the country risk premium, market risk premium and country default spread. The Clearlink, 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.

The Symphony reporting unit’s carrying value exceeded its fair value as of the July 31, 2020 annual impairment analysis, which resulted in a non-cash goodwill impairment of $21.8 million. Symphony’s on-site consulting model has been negatively impacted by travel and shelter-in-place restrictions imposed by governments, as well as the shift by businesses to work from home in an attempt to reduce the spread of COVID-19. These restrictions continued longer than initially anticipated and have resulted in further declines in the cash flow projections at Symphony for the remainder of 2020 as well as the Company’s projections for 2021. There is significant uncertainty regarding the length of time these restrictions will remain in place. An additional impairment charge may arise in the future if Symphony’s operations experience a protracted delay in the resumption of its operations or a significant shift in client demand results from the economic downturn. As of December 31, 2020, the Company believes there was no impairment related to Symphony’s remaining $19.3 million of goodwill.

As of December 31, 2020, the Company believes there were no indicators of impairment related to Clearlink’s $83.2 million of goodwill (which includes goodwill from the TMC acquisition), Latin America’s $18.3 million of goodwill and Qelp’s $10.6 million of goodwill. It is possible that future changes in circumstances, including a more prolonged and/or severe pandemic, economic downturn, or future changes in the judgments, assumptions and estimates used in assessing the fair value of the reporting units, would require the Company to record additional non-cash impairment charges.