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Goodwill
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
Goodwill
The following table details the carrying amount of our goodwill:
 
 
December 31,
 
2018
 
2017
 
(in thousands)
Goodwill
$
173,477

 
$
80,949

Accumulated impairment losses
(4,481
)
 
(192
)
Net carrying amount
$
168,996

 
$
80,757



The following is a summary of changes in the carrying amount of goodwill:
 
December 31, 2017
 
Acquisitions
 
Foreign Exchange
 
Impairment
 
December 31, 2018
Hotel Franchising
$
65,813

 
$
93,384

 
$

 
$

 
$
159,197

Other
14,944

 

 
(856
)
 
(4,289
)
 
9,799

Total
$
80,757

 
$
93,384

 
$
(856
)
 
$
(4,289
)
 
$
168,996

 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
Acquisitions
 
Foreign Exchange
 
Impairment
 
December 31, 2017
Hotel Franchising
$
65,813

 
$

 
$

 
$

 
$
65,813

Other
13,092

 

 
1,852

 

 
14,944

Total
$
78,905

 
$

 
$
1,852

 
$

 
$
80,757



WoodSpring acquisition
On February 1, 2018, the Company acquired 100% of the issued and outstanding equity interest of WoodSpring. The acquisition resulted in an additional $93.4 million in goodwill in the Hotel Franchising reporting unit. See Note 25 for additional information.
Impairment Analysis
Goodwill has been allocated to two reporting units: (1) Hotel Franchising and (2) SaaS for vacation rentals.
In the fourth quarter of 2018, the Company assessed the qualitative factors attributable to the Hotel Franchising reporting unit and determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Hotel Franchising reporting unit is included in the Hotel Franchising reportable segment in Note 21.
The Company conducted step one of the annual goodwill impairment test for the SaaS for vacation rentals reporting unit, which indicated that the fair value of the reporting unit was less than its carrying value. The Company acquired the SaaS for vacation rentals reporting unit on August 11, 2015 as a complementary adjacent business line to its Vacation Rentals initiative with the intention of leveraging the established SaaS based platform to acquire new customers and expand into new markets. During the period from acquisition through 2017, the performance of the reporting unit was in line with the assumptions at the time the acquisition was consummated. In the fourth quarter of 2018, the Company concluded the reporting unit did not achieve the annual revenue and customer acquisition targets. As part of the Company’s long range planning process, the Company assessed the long-term prospects for the reporting unit, determining certain investments are required to maintain the growth trajectory and achieve the customer acquisition assumed at the time of the acquisition. The Company is electing to not make these investments as there is no longer a strategic alignment with the Vacation Rentals initiative. In contemplation of this strategic shift in combination with lower than expected revenues and customer acquisition in 2018, the Company revised its future outlook for the reporting unit. To estimate a fair value for the reporting unit, the Company utilized a combination of market and income approach valuation methods via quoted market prices, market multiples of comparable businesses, and performance of a discounted cash flow analysis.
As disclosed in Note 1, during 2018 the Company early adopted ASU 2017-04, which eliminated Step 2 from the goodwill impairment test. Based on the guidance in ASU 2017-04, the Company recognized a non-cash pre-tax impairment charge on the SaaS for vacation rentals reporting unit's goodwill in the amount by which the carrying amount exceeded fair value of $4.3 million.
The goodwill impairment charge does not have an impact on the Company's liquidity or calculation of financial covenants under existing debt arrangements.
Prior to performing the goodwill impairment test, the Company assessed if any indicators of impairment were present in the long-lived assets related to the SaaS for vacation rentals reporting unit, including intangible assets. We concluded the reporting unit’s long-lived assets were not impaired as of December 31, 2018. Refer to Note 7 for discussion of the reporting unit's intangible assets.
As of December 31, 2018, the $9.8 million of carrying value remaining in Other goodwill is fully attributable to the SaaS for vacation rentals reporting unit. The results of the reporting unit are included in Corporate & Other in Note 21.
There can be no assurance there will not be further impairments or charges incurred against the assets of the SaaS for vacation rentals reporting unit in future periods. See Note 28 Subsequent Events for additional information.