Note 6 - Goodwill and Other Intangible Assets, Net (Notes)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

Goodwill and Other Intangible Assets, Net

The following table shows the changes in the carrying amount of goodwill, all of which relates to our Services segment, as of and for the year-to-date periods ended June 30, 2015 and December 31, 2014:



(In thousands)	Goodwill		Accumulated Impairment Losses			Net
Balance at December 31, 2013	$	2,095	$	—		$	2,095
Goodwill acquired	191,932		—			191,932
Impairment losses	—		(2,095		)	(2,095		)
Balance at December 31, 2014	194,027		(2,095		)	191,932
Goodwill acquired	2,388		—			2,388
Impairment losses	—		—			—
Balance at June 30, 2015	$	196,415	$	(2,095	)	$	194,320

During the first quarter of 2015, Clayton further expanded its service offerings by acquiring Red Bell, a real estate brokerage company that provides products and services that include automated valuation models; broker price opinions used by investors, lenders and loan servicers; and advanced technology solutions for: (1) monitoring loan portfolio performance; (2) tracking non-performing loans; (3) managing REO assets; and (4) valuing and selling residential real estate through a secure platform. The acquisition did not meet the criteria to be considered a material business combination. The transaction was treated as a purchase for accounting purposes, with the excess of the acquisition price over the estimated fair value of the net assets acquired resulting in goodwill of $2.4 million. The goodwill represents the estimated future economic benefits arising from the assets acquired that did not qualify to be identified and recognized individually, and includes the value of the discounted expected future cash flows, the workforce, expected synergies with our other affiliates and other unidentifiable intangible assets. Goodwill is deemed to have an indefinite useful life and is subject to review for impairment annually, or more frequently, whenever circumstances indicate potential impairment. Our goodwill balance at June 30, 2015 relates entirely to our Services segment, as a result of our acquisition of Clayton and its subsequent acquisition of Red Bell.

The following is a summary of the gross and net carrying amounts and accumulated amortization of our other intangible assets as of and for the year-to-date periods indicated:



	As of June 30, 2015
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Client relationships	$	83,072	$	(6,939	)	$	76,133
Technology	10,940		(1,741		)	9,199
Trademark	8,300		(807		)	7,493
Client backlog	6,680		(3,295		)	3,385
Non-competition agreements	185		(75		)	110
Total	$	109,177	$	(12,857	)	$	96,320

	As of December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Client relationships	$	79,203	$	(2,917	)	$	76,286
Technology	8,970		(797		)	8,173
Trademark	7,860		(393		)	7,467
Client backlog	6,680		(2,406		)	4,274
Non-competition agreements	145		(37		)	108
Total	$	102,858	$	(6,550	)	$	96,308

The estimated aggregate amortization expense for the remainder of 2015 and thereafter is as follows (in thousands):



2015	$	6,548
2016	12,559
2017	11,918
2018	11,286
2019	10,050
2020	8,497
Thereafter	35,462

For tax purposes, substantially all of our goodwill and other intangible assets are expected to be deductible and will be amortized over a period of 15 years.

- 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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