Goodwill and Other Intangible Assets

On December 20, 2010, the Company acquired substantially all of the assets and certain liabilities of DSPCon, Inc. (“DSPCon”) for a purchase price of $6.9 million. Approximately $5.6 million of the purchase price was allocated to intangible assets, including $1.7 million for client relationships, $0.5 million for developed technology, $0.1 million for a trademark and $3.4 million for goodwill. The first of up to two contingent purchase consideration payments occurred during 2012 in the amount of $0.4 million. As of December 31, 2012, the fair value of remaining contingent purchase consideration was $2.0 million based on significant unobservable inputs or level 3 inputs of the fair value hierarchy. The key assumption used to determine the fair value of contingent purchase consideration was management’s estimate of the DSPCon business' future earnings before interest and taxes.

On June 28, 2010, the Company acquired substantially all of the assets and certain liabilities of L. Robert Kimball & Associates, Inc. and two affiliated companies (collectively, “L.R. Kimball”) for $34.1 million in cash. Approximately $23.1 million of the purchase price was allocated to intangible assets, including $2.2 million for client relationships, $0.2 million for non-compete agreements, $5.1 million for a trademark (the "L.R. Kimball trademark") and $15.6 million for goodwill.

The following table summarizes the changes in the Company's carrying value of goodwill by reporting segment for the indicated periods:



	December 31, 2011									December 31, 2012
	Gross Balance		Accumulated Impairment Losses			Additions		Translation and Other Adjustments		Gross Balance		Accumulated Impairment Losses

GETS	$	50,720	$	(15,171	)	$	—	$	—	$	50,720	$	(15,171	)
PSS	24,715		(8,312		)	—		394		25,109		(8,312		)
MRI	15,805		(6,230		)	—		88		15,893		(6,230		)
Total goodwill	$	91,240	$	(29,713	)	$	—	$	482	$	91,722	$	(29,713	)



	December 31, 2010									December 31, 2011
	Gross Balance		Accumulated Impairment Losses			Additions		Translation and Other Adjustments		Gross Balance		Accumulated Impairment Losses

GETS	$	50,372	$	(15,171	)	$	290	$	58	$	50,720	$	(15,171	)
PSS	24,612		(8,312		)	—		103		24,715		(8,312		)
MRI	15,783		(6,230		)	—		22		15,805		(6,230		)
Total goodwill	$	90,767	$	(29,713	)	$	290	$	183	$	91,240	$	(29,713	)

The Company performed its annual assessment for impairment of goodwill and other indefinite-lived intangible assets as of July 1, 2012 and determined there was no impairment. The Company's assessment determined that the fair values for each of the Company's reporting units, with the exception of PSS EMEA, comprised primarily of the CDI AndersElite Limited business, were substantially in excess of their related carrying values as of July 1, 2012. The PSS EMEA reporting unit had a fair value in excess of its carrying value of 6% and goodwill of $10.8 million. In addition, the Company's assessment of the L.R. Kimball trademark determined that its fair value was 5% in excess of its $5.1 million carrying value as of July 1, 2012. The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units and indefinite-lived intangible assets. If actual future results are not consistent with management's estimates and assumptions, the Company may have to take an impairment charge in the future related to its goodwill or other indefinite-lived intangible assets. There were no triggering events subsequent to July 1, 2012 that required additional testing for any reporting units or other indefinite-lived intangible assets other than upon the determination in December 2012 that the L.R. Kimball trademark had a finite useful life and at that time, the Company assessed the L.R. Kimball trademark and determined there was no impairment.

The following tables summarize the changes in the Company's carrying value of other intangible assets for the indicated periods:



	December 31, 2011											December 31, 2012
	Gross Balance		Accumulated Amortization			Additions and Adjustments⁽¹⁾			Amortization			Gross Balance		Accumulated Amortization

Intangible assets subject to amortization:
Trademarks	$	100	$	(33	)	$	5,100		$	(34	)	$	5,200	$	(67	)
Developed technology	460		(92		)	—			(92		)	460		(184		)
Client relationships	11,960		(2,537		)	—			(1,056		)	11,960		(3,593		)
Non-compete	150		(46		)	—			(29		)	150		(75		)
Reacquired franchise rights	907		(111		)	65			(95		)	972		(206		)
Total intangible assets subject to amortization	13,577		(2,819		)	5,165			(1,306		)	18,742		(4,125		)
Indefinite-lived intangible assets:
Trademarks	7,265		—			(5,100		)	—			2,165		—
Total other intangible assets	$	20,842	$	(2,819	)	$	65		$	(1,306	)	$	20,907	$	(4,125	)


⁽¹⁾	In December 2012, the Company reassessed the useful life of the $5.1 million L.R. Kimball trademark and determined the trademark to have a finite life. Accordingly, the Company accounted for this change on a prospective basis and will amortize it on a straight-line basis over its estimated remaining useful life.



	December 31, 2010										December 31, 2011
	Gross Balance		Accumulated Amortization			Additions		Amortization			Gross Balance		Accumulated Amortization

Intangible assets subject to amortization:
Trademarks	$	100	$	—		$	—	$	(33	)	$	100	$	(33	)
Developed technology	460		—			—		(92		)	460		(92		)
Client relationships	11,960		(1,389		)	—		(1,148		)	11,960		(2,537		)
Non-compete	150		(15		)	—		(31		)	150		(46		)
Reacquired franchise rights	536		(47		)	371		(64		)	907		(111		)
Total intangible assets subject to amortization	13,206		(1,451		)	371		(1,368		)	13,577		(2,819		)
Indefinite-lived intangible assets:
Trademarks	7,265		—			—		—			7,265		—
Total other intangible assets	$	20,471	$	(1,451	)	$	371	$	(1,368	)	$	20,842	$	(2,819	)

Amortization expense was $1.3 million for 2012, $1.4 million for 2011 and $0.7 million for 2010. Annual amortization expense is expected to range from approximately $1.2 million to $1.6 million per year for each of the next five years.