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Goodwill
6 Months Ended
Jun. 30, 2015
Goodwill  
Goodwill

 

Note D — Goodwill

 

As of June 30, 2015 and December 31, 2014, we had goodwill of $428.9 million and $398.2 million, respectively.

 

On March 16, 2015 the Company acquired the stock of privately-owned digital marketing agency. The Company paid some consideration upon closing, with additional consideration payable upon the achievement of revenue performance goals over the three-year period following the closing. The Company performed a valuation to determine the estimate of the total purchase consideration and to estimate values for the tangible and identifiable intangible assets. As a result of the calculation, we recorded $41.8 million in goodwill.

 

On April 14, 2015 the Company sold its B2B research businesses, Aberdeen Group and Harte Hanks Market Intelligence (“the B2B research business”). The B2B research business asset group is a part of our Customer Interactions segment (see Note L below). The allocated fair value of the B2B research goodwill within the net book value of Customer Interactions goodwill was $11.1 million. This amount was written-off and is reflected in the Loss on sale in the Other Expenses section of the Condensed Consolidated Statements of Income. See Note M below for further discussion.

 

Under the provisions of FASB ASC 350, Intangibles-Goodwill and Other, goodwill is tested for impairment at least annually, or more frequently if events or circumstances indicate that it is “more likely than not” that goodwill might be impaired. Such events could include a significant change in business conditions, a significant negative regulatory outcome or other events that could negatively affect our business and financial performance. We perform our annual goodwill impairment assessment as of November 30th of each year.

 

During the second quarter of 2014, Harte Hanks initiated a new strategy and began implementing changes to optimize our operational structure for that strategy. As a result, we determined our reporting units as Customer Interaction and Trillium Software. In this analysis, our goodwill was allocated to each reporting unit based on the estimated fair value of the reporting unit. We performed an impairment test immediately before and after the change in reporting units, utilizing the same methodology as out November 30 annual impairment test and no indication of impairment was identified.

 

We continue to monitor potential triggering events, including changes in the business climate in which we operate, attrition of key personnel, the current volatility in the capital markets, the Company’s market capitalization compared to our book value, our recent operating performance, and financial projections. During the quarter ended June 30 2015, we did not identify any additional triggering events that require testing for impairment. The occurrence of one or more triggering events could require additional impairment testing, which could result in impairment charges in the future.