GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS | GOODWILL, TRADE NAMES, AND OTHER INTANGIBLE ASSETS The Company had the following acquired intangible assets: September 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net (amounts in thousands) Intangible assets subject to amortization: Databases $ 30,530 $ 14,559 $ 15,971 $ 30,530 $ 12,269 $ 18,261 Customer relationships 33,538 13,295 20,243 49,758 26,596 23,162 Non-compete agreements 304 196 108 320 161 159 Trade names — — — 4,500 1,125 3,375 Other intangible assets, net $ 64,372 $ 28,050 $ 36,322 $ 85,108 $ 40,151 $ 44,957 Intangible assets not subject to amortization: Trade names, indefinite-lived $ 5,900 $ 5,900 In the third quarter of 2020, fully amortized intangible assets of $15.0 million related to customer relationships and $4.5 million related to trade names, along with the related accumulated amortization, were removed from the table above. As of September 30, 2020, estimated annual amortization expense is as follows: Years Ending December 31: (amounts in thousands) 2020 $ 1,491 2021 5,963 2022 5,933 2023 5,875 2024 5,238 Thereafter 11,822 $ 36,322 The changes in the carrying amount of goodwill by segment are as follows: Nurse Physician Search Total (amounts in thousands) Balances as of December 31, 2019 Aggregate goodwill acquired $ 346,130 $ 43,405 $ 21,750 $ 411,285 Sale of business — — (9,889) (9,889) Accumulated impairment loss (259,732) (40,598) — (300,330) Goodwill, net of impairment loss 86,398 2,807 11,861 101,066 Changes to aggregate goodwill in 2020 Impairment charges — — (10,142) (10,142) Reclassification of API goodwill 24 — (24) — Balances as of September 30, 2020 Aggregate goodwill acquired 346,130 43,405 21,750 411,285 Sale of business — — (9,889) (9,889) Accumulated impairment loss (259,732) (40,598) (10,142) (310,472) Reclassification of API goodwill 24 — (24) — Goodwill, net of impairment loss $ 86,422 $ 2,807 $ 1,695 $ 90,924 Goodwill, Trade Names, and Other Intangible Assets Impairment The Company tests reporting units’ goodwill and intangible assets with indefinite lives for impairment annually during the fourth quarter and more frequently if impairment indicators exist. The Company performs quarterly qualitative assessments of significant events and circumstances such as reporting units’ historical and current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including COVID-19, and macro-economic developments, to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of reporting units or intangible assets is less than their carrying value. If indicators of impairments are identified a quantitative impairment test is performed. As of September 30, 2020, the Company performed a qualitative assessment of each of its reporting units and determined it was not more likely than not that the fair value of its reporting units dropped below their carrying value. During the second quarter of 2020, due to the increased negative impact and continuing uncertainty of the COVID-19 pandemic on the business, all reporting units were quantitatively tested. For the Nurse and Allied Staffing and Physician Staffing reporting units, no impairment was identified as the fair value was substantially in excess of the carrying amount of goodwill. The Search reporting unit under-performed relative to management’s expectations in the second quarter of 2020. The lower than expected revenue was driven by: (i) the cancellation or postponement of a significant number of working searches, (ii) the decision to delay the hiring of new revenue producers, and (iii) the loss of customers, which were mostly related to the negative impacts of COVID-19. As a result, the quantitative testing of the Search reporting unit resulted in impairment charges of $10.2 million for its goodwill and $0.3 million for its customer relationships. In order to determine the fair value of the Search reporting unit, the Company used a combination of an income and market approach. The weighting was based on the specific characteristics, risks, and uncertainties of the Search reporting unit. The discounted cash flow that served as the primary basis for the income approach was based on the Company’s discrete financial forecast of revenue, gross profit margins, operating costs, and cash flows. It also considered estimated future results, economic and market conditions including the timing and duration of COVID-19, as well as the impact of planned business and operational strategies. Assumptions used in the market approach were derived including an analysis of a range of valuation multiples of comparable public companies. Impairment charges on the condensed consolidated statements of operations include impairment of $10.7 million related to goodwill and other intangible assets and $5.4 million related to right-of-use assets and related property and equipment, and totaled $16.1 million for the nine months ended September 30, 2020. A lthough management believes that the Company's current estimates and assumptions utilized in its quantitative testing are reasonable and supportable, including its assumptions on the impact and timing related to COVID-19, there can be no assurance that the estimates and assumptions management used for purposes of its qualitative assessment as of September 30, 2020 will prove to be accurate predictions of future performance. As part of evolving its go-to-market strategy, in the second quarter of 2019, the Company began eliminating certain brands across all of its segments. The Company’s rebranding efforts resulted in a $14.5 million write-off of indefinite-lived trade names related to its Nurse and Allied Staffing business segment, which is presented within impairment charges on the condensed consolidated statements of operations for the nine months ended September 30, 2019. Intangible Asset Amortization In connection with its rebranding efforts, the Company made a decision at the end of 2019 to phase out a trade name by the end of 2020, which as of December 31, 2019 would have been recognized over a weighted average life of 7.5 years. In connection with this decision, the Company expected accelerated amortization related to the trade name of $2.9 million throughout 2020. In the second quarter of 2020, the Company further accelerated its rebranding plan and shortened the estimated remaining life of the trade name. Total accelerated amortization resulting from the changes in the estimated remaining life of the trade name were $0.9 million, or $0.03 per share, and $3.1 million, or $0.09 per share, for the three and nine months ended September 30, 2020, respectively. |