GOODWILL AND INTANGIBLE ASSETS - NET

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS — NET

Goodwill by reportable segment was as follows:



	North America			Europe			Russia			Total
Balance as of January 1, 2014	$	16,438		$	2,864		$	2,966		$	22,268
Acquisition of Netsoft (Note 2)	2,749			—			—			2,749
Acquisition of Jointech (Note 2)	—			17,404			—			17,404
Acquisition of GGA (Note 2)	12,115			—			—			12,115
Acquisition of Great Fridays (Note 2)	—			6,947			—			6,947
Goodwill written-off	—			—			(2,241		)	(2,241		)
Net effect of foreign currency exchange rate changes	(224		)	(876		)	(725		)	(1,825		)
Balance as of December 31, 2014	31,078			26,339			—			57,417
Acquisition of NavigationArts (Note 2)	23,822			—			—			23,822
Acquisition of AGS (Note 2)	33,815			—			—			33,815
Netsoft purchase accounting adjustment (Note 2)	30			—			—			30
Jointech purchase accounting adjustment (Note 2)	—			6,181			—			6,181
GGA purchase accounting adjustment (Note 2)	(4,807		)	—			—			(4,807		)
Great Fridays purchase accounting adjustment (Note 2)	—			4,315			—			4,315
NavigationArts purchase accounting adjustment (Note 2)	(2,058		)	—			—			(2,058		)
Effect of net foreign currency exchange rate changes	(416		)	(2,369		)	—			(2,785		)
Balance as of December 31, 2015	$	81,464		$	34,466		$	—		$	115,930

Excluded from the table above is the Other segment. As a result of an operating loss in the Other reporting unit for the three months ended June 30, 2011, the Company performed a goodwill impairment test. In assessing impairment in accordance with Accounting Standards Codification, (“ASC”) No. 350, “Intangibles-Goodwill and Other,” the Company determined that the fair value of the Other reporting unit, based on the total of the expected future discounted cash flows directly related to the reporting unit, was below the carrying value of the reporting unit. The Company completed the second step of the goodwill impairment test, resulting in an impairment charge of $1,697 in the Other operating segment. As of December 31, 2015, 2014 and 2013 the book value of the Other segment was zero.

The Company performed an annual goodwill impairment test as of October 31, 2014 in accordance with Accounting Standards Codification, (“ASC”) No. 350, “Intangibles-Goodwill and Other.” In assessing impairment both qualitatively and quantitatively based on the total of the expected future discounted cash flows directly related to the reporting unit, the Company determined that the fair value of the Russia reporting unit was below the carrying value of the reporting unit. The Company completed the second step of the goodwill impairment test, resulting in an impairment charge of $2,241in the Russia segment. As of December 31, 2015 and 2014 the book value of the Russia segment was zero. All existing assets that related to the Russia segment, excluding goodwill and including any unrecognized intangible assets, were assessed by management and deemed to not be impaired.

There were no accumulated impairments losses in North America or Europe operating segments as of December 31, 2015, 2014 or 2013.

As part of the AGS acquisition in 2015, substantially all of the employees of AGS continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire AGS is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America.

As part of the NavigationArts acquisition in 2015, substantially all of the employees of NavigationArts continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire NavigationArts is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America.

As part of the Netsoft acquisition in 2014, substantially all of the employees of Netsoft accepted employment with the Company. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Netsoft is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America.

As part of the Jointech acquisition in 2014, substantially all of the employees of Jointech continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Jointech is attributable to the workforce of the acquired business. Based on the determination of the reportable units, Jointech has been placed in the Europe reportable unit based on managerial responsibility and consistent with segment reporting. All of the goodwill was allocated to the Company’s UK operations and is presented within Europe segment.

As part of the GGA acquisition in 2014, substantially all of the employees of GGA accepted employment with the Company. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire GGA is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America.

As part of the Great Fridays acquisition in 2014, substantially all of the employees of Great Fridays continued employment. The Company believes the amount of goodwill resulting from the allocation of purchase price to acquire Great Fridays is attributable to the workforce of the acquired business. All of the goodwill was allocated to the Company’s U.S. operations and is presented within North America.



	2015
	Weighted average life at acquisition (in years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Client relationships	10	$	52,974	$	(8,387	)	$	44,587
Trade name	5	5,853		(3,772		)	2,081
Non-competition agreements	4	746		(554		)	192
Total		$	59,573	$	(12,713	)	$	46,860



	2014
	Weighted average life at acquisition (in years)	Gross carrying amount		Accumulated amortization			Net carrying amount
Client relationships	10	$	48,482	$	(4,664	)	$	43,818
Trade name	5	6,372		(2,894		)	3,478
Non-competition agreements	5	813		(420		)	393
Total		$	55,667	$	(7,978	)	$	47,689

All of the intangible assets have finite lives and as such are subject to amortization. Recognized amortization expense for the years ended December 31 is presented in the table below:



	For the Years Ended December 31,
	2015		2014		2013
Client relationships	$	3,961	$	3,843	$	1,373
Trade name	1,280		1,319		1,222
Non-competition agreements	175		187		190
Total	$	5,416	$	5,349	$	2,785

Estimated amortization expenses of the Company’s existing intangible assets for the next five years ending December 31, were as follows:



	Amount
2016	$	6,633
2017	6,240
2018	5,292
2019	5,292
2020	5,292
Thereafter	18,111
Total	$	46,860

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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