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GOODWILL
12 Months Ended
Dec. 31, 2018
GOODWILL [ABSTRACT]  
GOODWILL.

(6)GOODWILL

Goodwill consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

Effect of

    

 

 

 

 

 

December 31,

 

Acquisitions /

 

 

 

 

Foreign

 

December 31,

 

 

 

2017

 

Adjustments

 

Impairments

 

Currency

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer Management Services

 

$

119,497

 

$

(125)

 

$

 —

 

$

(5,336)

 

$

114,036

 

Customer Growth Services

 

 

24,439

 

 

 —

 

 

 —

 

 

 —

 

 

24,439

 

Customer Technology Services

 

 

40,839

 

 

1,232

 

 

 —

 

 

(92)

 

 

41,979

 

Customer Strategy Services

 

 

24,952

 

 

 —

 

 

 —

 

 

(773)

 

 

24,179

 

Total

 

$

209,727

 

$

1,107

 

$

 —

 

$

(6,201)

 

$

204,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

Effect of

    

 

 

 

 

 

December 31,

 

Acquisitions /

 

 

 

 

Foreign

 

December 31,

 

 

 

2016

 

Adjustments

 

Impairments

 

Currency

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer Management Services

 

$

42,589

 

$

73,934

 

$

 —

 

$

2,974

 

$

119,497

 

Customer Growth Services

 

 

24,439

 

 

 —

 

 

 —

 

 

 

 

24,439

 

Customer Technology Services

 

 

41,500

 

 

(661)

 

 

 

 

 —

 

 

40,839

 

Customer Strategy Services

 

 

24,153

 

 

 —

 

 

 

 

799

 

 

24,952

 

Total

 

$

132,681

 

$

73,273

 

$

 —

 

$

3,773

 

$

209,727

 

 

Impairment

The Company has four reporting units with goodwill and performs a goodwill impairment test on at least an annual basis. The Company conducts its annual goodwill impairment test during the fourth quarter, or more frequently, if indicators of impairment exist.

For the annual goodwill impairment analysis, the Company elected to perform a Step 1 evaluation for all of its reporting units, which includes comparing a reporting unit’s estimated fair value to its carrying value. The determination of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rates for the businesses, the useful lives over which the cash flows will occur and determination of appropriate discount rates (based in part on the Company’s weighted average cost of capital). Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. As of December 1, 2018, the date of the annual impairment testing, the Company concluded that for all four of the reporting units the fair values were in excess of their respective carrying values and the goodwill for those reporting units was not impaired.

The process of evaluating the fair value of the reporting units is highly subjective and requires significant judgment and estimates as the reporting units operate in a number of markets and geographical regions. The Company used a market approach and an income approach to determine our best estimates of fair value which incorporated the following significant assumptions:

·

Revenue projections, including revenue growth during the forecast periods ranging from (23.9)% to 32.2%;

·

EBITDA margin projections held relatively flat over the forecast periods ranging from 10.5% to 20.0%;

·

Estimated income tax rates of 26.0% to 27.6%;

·

Estimated capital expenditures ranging from $0.8 million to $47.5 million; and

·

Discount rates ranging from 10% to 14.5% based on various inputs, including the risks associated with the specific reporting units, the country of operations as well as their revenue growth and EBITDA margin assumptions.

CMS - Humanify reporting unit

As of December 1, 2016, the calculated fair value for the Humanify reporting unit was below the carrying value which necessitated an impairment analysis. The Company tested all of the assets of the reporting unit for impairment.

Definite-lived long-lived assets consisted of internally developed software and purchased IP. Based on a decision to change the strategy of this business unit in December 2016 which will not use these assets on a go forward basis, the Company has determined that there is no value associated with these assets and recorded a $10.8 million impairment in the three months ended December 31, 2016, which was included in Impairment losses in the Consolidated Statements of Comprehensive Income (Loss).

For the goodwill impairment analysis, the Company calculated the fair value of the Humanify reporting unit and compared that to the updated carrying value and determined that the fair value was not in excess of its carrying value. Key assumptions used in the fair value calculation for goodwill impairment testing include, but are not limited to, revenue growth of approximately $300 thousand to $1 million per year through 2027, a perpetual growth rate of 3%, a discount rate of 16.75%, and negative EBITDA through 2020 growing to a 15.6% EBITDA for the terminal year. Estimated future cash flows under the income approach were based on the Company’s internal business plan adjusted as appropriate for the Company’s view of market participant assumptions.

The fair value of the Humanify reporting unit was determined to be zero. Upon completing this assessment, the Company determined that the implied fair value of goodwill was below the carrying value and the entire goodwill balance of $1.4 million was impaired and expensed in the three months ended December 31, 2016 which is included in Impairment losses in the Consolidated Statements of Comprehensive Income (Loss).