Note 5 - Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Text Block]

Note

– Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the years ended

December 31,

201

and

2016

were as follows:


(in thousands)	Dec. 31, 2015		Goodwill acquired during 2016		2016 Other			Dec. 31, 2016		Goodwill acquired during 2017		2017 Other		Dec. 31, 2017

United States	$	28,916	$	-	$	(4,869	)	$	24,047	$	99,588	$	-	$	123,635
Europe		-		-		4,239			4,239		-		-		4,239
Other		-		-		630			630		-		-		630
Total goodwill	$	28,916	$	-	$	-		$	28,916	$	99,588	$	-	$	128,504

Effective in the

fourth

quarter of

2016,

the Company changed its reportable segments to be based

upon geographic regions, which also resulted in the revision of reporting units and the allocation of goodwill to the reportable segments. As described in Note

–

Business Combinations, the Company acquired RAPID in

November 2017.

The fair value of the consideration paid exceeded the fair value of the assets acquired and liabilities assumed, which resulted in goodwill in the United States of

$99.6

million.

Intangible assets other than goodwill for the years ended

December 31,

201

and

2016

were as follows:


	Year Ended December 31, 2017							Year Ended December 31, 2016									Weighted Average Useful Life
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Useful Life (in years)		Remaining (in years)
Intangible Assets with finite lives:
Marketing assets	$	930	$	(341	)	$	589	$	930	$	(248	)	$	682		10.0		6.3
Non-compete agreement		270		(190	)		80		190		(190	)	$	-		2.0 - 5.0		5.0
Trade secrets		250		(183	)		67		250		(133	)	$	117		5.0		1.3
Trade names		1,080		-			1,080		-		-			-		2.0		2.0
Internally developed software		680		(680	)		-		680		(604	)	$	76		3.0		-
Software technology		8,229		-			8,229		-		-			-		10.0		10.0
Customer relationships		10,070		(1,031	)		9,039		2,530		(750	)	$	1,780		6.0 - 9.0		5.4
Total intangible assets	$	21,509	$	(2,425	)	$	19,084	$	4,580	$	(1,925	)	$	2,655

Amortization expense for intangible assets was

$0.5

million for the year ended December

31,

2017

and

$0.7

million for each of the years ended

December

31,

2016

and

2015,

respectively.

The Company acquired a software company in

December 2017,

which was accounted for as an asset acquisition and resulted in an

$8.2

million software technology intangible asset for the year ended

December 31, 2017. The acquisition did not meet the definition of a business under ASC 805.

The asset acquisition included an additional

$5.0

million in contingent consideration to be recognized and paid upon completion of certain milestones over a

month period. The completion of each milestone will result in additional value to the software technology intangible asset. We did

not

recognize any of the contingent consideration for the year ended December

31,

2017

as the contingency was

not

resolved.

Estimated aggregated amortization expense based on the current carrying value of the amortizable intangible assets is as follows:


(in thousands)	Estimated Amortization Expense
2018	$	3,060
2019		3,026
2020		2,470
2021		2,470
2022		2,470
Thereafter		5,588
Total estimated amortization expense	$	19,084

- 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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