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Goodwill, Trade Names, and Other Intangible Assets
12 Months Ended
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill, Trade Names, and Other Intangible Assets
The Company had the following acquired intangible assets:
 
 
December 31, 2017
 
December 31, 2016
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(amounts in thousands)
Intangible assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
Databases
$
42,909

 
$
18,702

 
$
24,207

 
$
31,609

 
$
16,147

 
$
15,462

Customer relationships
55,524

 
25,912

 
29,612

 
41,724

 
23,316

 
18,408

Non-compete agreements
3,919

 
3,600

 
319

 
3,619

 
3,527

 
92

Trade names
7,716

 
878

 
6,838

 
3,216

 
343

 
2,873

Other intangible assets, net
$
110,068

 
$
49,092

 
$
60,976

 
$
80,168

 
$
43,333

 
$
36,835

Intangible assets not subject to amortization:
 

 
 

 
 

 
 

 
 

 
 

Trade names
 

 
 

 
26,702

 
 

 
 

 
35,402

 
 

 
 

 
$
87,678

 
 

 
 

 
$
72,237


 
As of December 31, 2017, estimated annual amortization expense is as follows:
 
Years Ending December 31:
(amounts in thousands)
2018
$
7,167

2019
7,131

2020
7,027

2021
6,819

2022
6,743

Thereafter
26,089

 
$
60,976


 
The changes in the carrying amount of goodwill by segment are as follows: 
 
Nurse and
Allied Staffing
Segment
 
Physician
Staffing
Segment
 
Other Human
Capital
Management
Services
Segment
 
Total
 
(amounts in thousands)
Balances as of December 31, 2016
 
 
 
 
 
 
 
Aggregate goodwill acquired
$
304,277

 
$
43,405

 
$
19,307

 
$
366,989

Sale of CCE

 

 
(9,889
)
 
(9,889
)
Accumulated impairment loss
(259,732
)
 
(17,720
)
 

 
(277,452
)
Goodwill, net of impairment loss
44,545

 
25,685

 
9,418

 
79,648

 
 
 
 
 
 
 
 
Changes to aggregate goodwill in 2017
 
 
 
 
 
 
 
Goodwill acquired (a)
43,596

 

 

 
43,596

Impairment charges

 
(5,655
)
 

 
(5,655
)
 
 
 
 
 
 
 
 
Balances as of December 31, 2017
 
 
 
 
 
 
 
Aggregate goodwill acquired
347,873

 
43,405

 
19,307

 
410,585

Sale of CCE

 

 
(9,889
)
 
(9,889
)
Accumulated impairment loss
(259,732
)
 
(23,375
)
 

 
(283,107
)
Goodwill, net of impairment loss
$
88,141

 
$
20,030

 
$
9,418

 
$
117,589


_______________
(a)
Goodwill acquired from the acquisition of Advantage. See Note 3 - Acquisitions.

2017 Impairment Charges
The Company performed its annual quantitative impairment test of goodwill and other indefinite-lived intangible assets as of October 1, 2017. Upon completion of the impairment testing, it was determined that the estimated fair value of the Physician Staffing reporting unit’s trade name was less than its carrying amount resulting in impairment. For its goodwill impairment testing, with the exception of its Physician Staffing reporting unit, the estimated fair value of its reporting units exceeded their respective carrying values.
Projections of revenue, operating costs, and expected cash flows of each reporting unit are inputs into the quantitative testing for goodwill and intangible assets. The Company reduced its long-term revenue forecast for the Physician Staffing business segment in the fourth quarter. The lower than expected revenue was driven by lower booking volumes, partly due to the loss of customers. In addition, margins of the reporting unit were negatively impacted from continued investments in the business. As a result, the Company recorded non-cash impairment charges of $8.7 million related to its trade names and $5.7 million related to goodwill during the fourth quarter.
2016 and 2015 Impairment Charges
The Company performed its annual impairment test as of October 1, 2016. Upon completion of the impairment testing, the Company determined that no impairment of goodwill, trade names, or other intangible assets was warranted.
During an evaluation of goodwill, trade names, and other intangible assets at June 30, 2016, the Company determined that indicators were present in the Physician Staffing reporting unit which would suggest the fair value of the reporting unit may have declined below its carrying value. The Physician Staffing reporting unit was under-performing relative to management’s expectations. The lower than expected revenue was driven by lower booking volumes partly due to the loss of customers, and margins were negatively impacted from continued investments in the business all through the first half of 2016. The Company considered these factors to be impairment indicators that warranted impairment testing of goodwill, trade names, and other intangible assets. The interim impairment testing resulted in the carrying values of goodwill, trade names, and other intangible assets for Physician Staffing to exceed their estimated fair values. As a result, the interim impairment testing was performed which resulted in the carrying values of goodwill, trade names, and other intangible assets for Physician Staffing to exceed their estimated fair values. As a result, the Company recorded a non-cash impairment charge totaling $24.3 million: $17.7 million related to goodwill, $0.6 million related to trade names, and $6.0 million related to customer relationships.
The Company performed its annual impairment testing as of October 1, 2015. Upon completion of the impairment testing, the Company determined that the estimated fair value of its reporting units exceeded their respective carrying values. Accordingly, no goodwill impairment charges were warranted for these reporting units.
However, in conjunction with the annual impairment testing of trade names in the fourth quarter of 2015, the Company reduced its long-term revenue forecast for the Physician Staffing business segment which caused the calculation of estimated fair value of the trade names to be less than its carrying amount, resulting in a non-cash impairment charge of $2.1 million. The reduced long-term revenue forecast for 2015 was impacted by lower projected volume resulting from an under-investment in new revenue producers to keep pace with attrition. No additional impairments of indefinite-lived intangible assets were identified.
Quantitative Methods and Assumptions
Trade Names
The Relief From Royalty methodology was utilized to value the Physician Staffing trade names using projected cash flows of an estimated royalty fee. The royalty rate was determined by a blended rate using the Market Royalty Rate Method and the Apportionment of Profit Method.
Goodwill
The discounted cash flows serve as the primary basis for the income approach and are based on the Company’s discrete financial forecast of revenue, gross profit margins, operating costs and cash flows. The forecast considers historical and estimated future results, general economic and market conditions, as well as the impact of planned business and operational strategies. For its 2017 testing, the assumptions used in the income approach included discount rates of 11.0% to 15.0% and a terminal value growth rate of 3.0% for cash flows beyond the discrete forecast period of ten years. Assumptions used in the market approach testing included valuation multiples based on an analysis of multiples for comparable public companies. The Company utilized total enterprise value/Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) multiples ranging from 5.8 to 15.0. The concluded fair value was based on a weighting of 75% applied to the income approach and 25% to the market approach for its Physician Staffing and Search reporting units and a 50% weighting was applied to the components of each approach to estimate the total fair value of goodwill for its Nurse and Allied Staffing reporting unit. This weighting was an estimate by management and was developed based on the specific characteristics, risks and uncertainties of the reporting units.
Customer Relationships
The Multi-Period Excess Earnings Method (MPEEM) methodology was utilized for valuing the Physician Staffing customer relationships in its interim impairment testing for the second quarter of 2016. The MPEEM estimates the fair value based on the present value of the allocated future economic benefits. The inputs include the projected revenue and associated expenses from the customers, an estimated attrition rate, and a discount rate of 13.5%.
Although management believes that the Company's current estimates and assumptions are reasonable and supportable, there can be no assurance that the estimates and assumptions made for purposes of the impairment testing will prove to be accurate predictions of future performance.