Goodwill and Intagible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2014:



	Amounts
Balance at December 31, 2013	$	18,281
Goodwill allocated to Videotel	24,023
Foreign currency translation adjustment	$	(1,634	)
Balance at September 30, 2014	40,670

The Company performed its annual goodwill impairment test as of August 31, 2014, as defined by ASC Topic 350, Intangibles—Goodwill and Other (ASC 350). ASC 350 requires that the impairment test be performed through the application of a two-step process. The first step compares the carrying value of the Company’s reporting units to their estimated fair values as of the test date. If fair value is less than carrying value, a second step is performed to quantify the amount of the impairment, if any. As of August 31, 2014, the Company performed its annual impairment test for goodwill at the reporting unit level and, after conducting the first step, determined that it was not necessary to conduct the second step as it concluded that the fair value of its reporting units exceeded their carrying value. However, since the fair value of one of the Company's smaller reporting units (Norway) exceeded its carrying amount by less than 10%, the Company deems that it is prudent to further refine its step one goodwill impairment analysis. To the extent that the finalization of the assessment of goodwill requires an impairment charge, such adjustment would be recorded in the fourth quarter of 2014.

For intangible assets, the Company assesses the carrying value of these assets whenever events or circumstances indicate that the carrying value may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset, or asset group, to the future undiscounted cash flows expected to be generated by the asset, or asset group. There were no events or changes in circumstances during the third quarter of 2014 which indicated that an assessment of the impairment of goodwill and intangible assets was required.

The changes in the carrying amount of intangible assets during the nine months ended September 30, 2014 is as follows:



	Amounts
Balance at December 31, 2013	$	14,987
Intangible assets allocated to Videotel	25,524
Amortization expense	$	(2,441	)
Foreign currency translation adjustment	(1,462		)
Balance at September 30, 2014	$	36,608

Intangible assets arose from an acquisition made prior to 2013, the acquisition of KVH Media Group (acquired as Headland Media Limited) in May 2013 and the acquisition of Videotel in July 2014. Intangibles arising from the acquisition made prior to 2013 are being amortized on a straight-line basis over an estimated useful life of 7 years. Intangibles arising from the acquisition of KVH Media Group are being amortized on a straight-line basis over the estimated useful life of: (i) 10 years for acquired subscriber relationships, (ii) 15 years for distribution rights, (iii) 3 years for internally developed software and (iv) 2 years for proprietary content. Intangibles arising from the acquisition of Videotel are being amortized on a straight-line basis over the estimated useful life of: (i) 8 years for acquired subscriber relationships, (ii) 5 years for favorable leases, (iii) 4 years for internally developed software and (iv) 5 years for proprietary content.

Acquired intangible assets are subject to amortization. The following table summarizes acquired intangible assets at September 30, 2014 and December 31, 2013, respectively:



	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 30, 2014
Subscriber relationships	$	20,766	$	1,597	$	19,169
Distribution rights	5,115		475		4,640
Internally developed software	2,623		398		2,225
Proprietary content	9,516		617		8,899
Intellectual property	2,284		1,322		962
Favorable lease	752		39		713
	$	41,056	$	4,448	$	36,608
December 31, 2013
Subscriber relationships	$	8,763	$	540	$	8,223
Distribution rights	5,183		212		4,971
Internally developed software	571		118		453
Proprietary content	195		61		134
Intellectual property	2,280		1,074		1,206
	$	16,992	$	2,005	$	14,987

Estimated future amortization expense remaining at September 30, 2014 for intangible assets acquired is as follows:



	Year Ending
	December 31,
2014	$	2,386
2015	5,617
2016	5,456
2017	5,293
2018	4,825
Thereafter	13,031
Total future amortization expense	$	36,608

- 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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