GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS

The Company had the following acquired intangible assets:


	September 30, 2021						December 31, 2020
	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	$	30,530	$	17,612	$	12,918	$	30,530	$	15,322	$	15,208
Customer relationships	47,738		16,558		31,180		33,538		14,007		19,531
Non-compete agreements	304		257		47		304		212		92
Other intangible assets, net	$	78,572	$	34,427	$	44,145	$	64,372	$	29,541	$	34,831

Intangible assets not subject to amortization:
Trade names, indefinite-lived					$	5,900					$	5,900

As of September 30, 2021, estimated annual amortization expense is as follows:


Years Ending December 31:	(amounts in thousands)
2021	$	1,801
2022	7,175
2023	7,117
2024	6,479
2025	5,921
Thereafter	15,652
	$	44,145

The changes in the carrying amount of goodwill by reportable segment are as follows:


	Nurse and Allied Staffing		Physician Staffing		Total
	(amounts in thousands)
Balances as of December 31, 2020
Aggregate goodwill acquired	$	367,880	$	43,405	$	411,285
Sale of business	(9,889)		—		(9,889)
Accumulated impairment loss	(269,874)		(40,598)		(310,472)
Goodwill, net of impairment loss	88,117		2,807		90,924

Changes to aggregate goodwill in 2021
Aggregate goodwill acquired (a)	22,066		—		22,066

Balances as of September 30, 2021
Aggregate goodwill acquired	389,946		43,405		433,351
Sale of business	(9,889)		—		(9,889)
Accumulated impairment loss	(269,874)		(40,598)		(310,472)
Goodwill, net of impairment loss	$	110,183	$	2,807	$	112,990

________________

(a) Represents goodwill acquired from the acquisition of WSG, calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired. See Note 4 - Acquisition. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired or liabilities assumed, with a corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments would be recorded to earnings.

In conjunction with the changes to its segments, the Company now discloses the following two reportable segments - Nurse and Allied Staffing and Physician Staffing. In the table above, goodwill balances and activity previously reported in the Search segment have been reclassified to Nurse and Allied Staffing.

Goodwill, Trade Names, and Other Intangible Assets Impairment

The Company tests reporting units’ goodwill and intangible assets with indefinite lives for impairment annually during the fourth quarter and more frequently if impairment indicators exist. The Company performs quarterly qualitative assessments of significant events and circumstances such as reporting units’ historical and current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including COVID-19, and macro-economic developments, to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of reporting units or intangible assets is less than their carrying value. If indicators of impairments are identified a quantitative impairment test is performed.

As of September 30, 2021, the Company performed a qualitative assessment of each of its reporting units and determined it was not more likely than not that the fair value of its reporting units dropped below their carrying value.

During the second quarter of 2020, due to the increased negative impact and continuing uncertainty of the COVID-19 pandemic on the business, all reporting units were quantitatively tested. For the Nurse and Allied Staffing and Physician Staffing reporting units no impairment was identified as the fair value was substantially in excess of the carrying amount of goodwill. However, the previously-reported Search reporting unit under-performed in the second quarter of 2020. As a result, the Company performed quantitative testing of the Search reporting unit which resulted in impairment charges of $10.2 million for its goodwill and $0.3 million for its customer relationships.

Although management believes that the Company's current estimates and assumptions utilized in its quantitative testing are reasonable and supportable, including its assumptions on the impact and timing related to COVID-19, there can be no assurance that the estimates and assumptions management used for purposes of its qualitative assessment as of September 30, 2021 will prove to be accurate predictions of future performance.

For its long-lived assets and definite-lived intangible assets, the Company reviews for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. During the nine months ended September 30, 2021, the Company wrote off a discontinued software development project, resulting in an immaterial impairment charge.

Intangible Asset Amortization

In connection with its rebranding efforts, the Company made a decision at the end of 2019 to phase out a trade name by the end of 2020, which as of December 31, 2019 would have been recognized over a weighted average life of 7.5 years. In the second quarter of 2020, the Company further accelerated its rebranding plan and shortened the estimated remaining life of the trade name. Total accelerated amortization resulting from the changes in the estimated remaining life of the trade name were $0.9 million, or $0.03 per share, and $3.1 million, or $0.09 per share, for the three and nine months ended September 30, 2020, respectively.