Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2020:


	Amounts
Balance at December 31, 2019	$	15,408
Foreign currency translation adjustment	(262)
Balance at September 30, 2020	$	15,146

Intangible Assets

The changes in the carrying amount of intangible assets during the nine months ended September 30, 2020 are as follows:


	Amounts
Balance at December 31, 2019	$	4,943
Amortization expense	(740)
Intangible assets acquired in asset acquisition	58

Foreign currency translation adjustment	(123)
Balance at September 30, 2020	$	4,138

Intangible assets arose from an acquisition made prior to 2013 and the acquisition of KVH Media Group (acquired as Headland Media Limited) in May 2013. Intangibles arising from the acquisition made prior to 2013 were amortized on a straight-line basis over an estimated useful life of 7 years. Intangibles arising from the acquisition of KVH Media Group are being amortized on a straight-line basis over the estimated useful life of: (i) 10 years for acquired subscriber relationships and (ii) 15 years for distribution rights. The intangibles arising from the KVH Media Group acquisition were recorded in pounds sterling and fluctuations in exchange rates could cause these amounts to increase or decrease from time to time.

In January 2017, the Company completed the acquisition of certain subscriber relationships from a third party. This acquisition did not meet the definition of a business under ASC 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business, which the Company adopted on October 1, 2016. The Company ascribed $100 of the initial purchase price to the acquired subscriber relationships definite-lived intangible assets with an initial estimated useful life of 10 years. Under the asset purchase agreement, the purchase price includes a component of contingent consideration under which the Company is required to pay a percentage of recurring revenues received from the acquired subscriber relationships through 2026 up to a maximum annual payment of $114. As of September 30, 2020, the carrying value of the intangible assets acquired in the asset acquisition was $329. As the acquisition did not represent a business combination, the contingent consideration arrangement is recognized only when the contingency is resolved and the consideration is paid or becomes payable. The amounts payable under the contingent consideration arrangement, if any, will be included in the measurement of the cost of the acquired subscriber relationships. During the nine months ended September 30, 2020, $58 additional consideration was earned under the contingent consideration arrangement.

Acquired intangible assets are subject to amortization. The following table summarizes acquired intangible assets at September 30, 2020 and December 31, 2019, respectively:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 30, 2020
Subscriber relationships	$	7,855	$	5,771	$	2,084
Distribution rights	4,253		2,199		2,054
Internally developed software	446		446		—
Proprietary content	153		153		—
Intellectual property	2,284		2,284		—

	$	14,991	$	10,853	$	4,138
December 31, 2019
Subscriber relationships	$	7,860	$	5,231	$	2,629
Distribution rights	4,313		1,999		2,314
Internally developed software	446		446		—
Proprietary content	153		153		—
Intellectual property	2,284		2,284		—

	$	15,056	$	10,113	$	4,943

Amortization expense related to intangible assets was $251 and $237 for the three months ended September 30, 2020 and 2019, respectively, and $740 and $732 for the nine months ended September 30, 2020 and 2019, respectively. Amortization expense was categorized as general and administrative expense.

As of September 30, 2020, the total weighted average remaining useful lives of the definite-lived intangible assets was 3.9 years and the weighted average remaining useful lives by the definite-lived intangible asset category are as follows:


Intangible Asset			Weighted Average Remaining Useful Life in Years
Subscriber relationships			2.8
Distribution rights			7.6

Estimated future amortization expense remaining at September 30, 2020 for intangible assets acquired was as follows:

Years ending December 31,


Remainder of 2020	$	251
2021	1,002
2022	1,002
2023	559
2024	316
Thereafter	1,008
Total future amortization expense	$	4,138

For definite lived intangible assets, the Company assesses the carrying value of these assets whenever events or circumstances indicate that the carrying value may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset, or asset group, to the future undiscounted cash flows expected to be generated by the asset, or asset group. Like most companies, the COVID-19 global pandemic has impacted many areas of our operations and the Company is monitoring the impact of this global crisis carefully. The operations of our KVH Media Group have been particularly impacted due in part to the global reduction in travel resulting from the pandemic. Consequently, the Company has reviewed, and will continue to review, the forecasted revenues and cash flows of our content business for possible indications that the goodwill or other intangible assets associated with this component of our business might be impaired. At this point, our review continues to indicate that no impairment to the carrying value of these assets has occurred. However, it is uncertain how long the global pandemic will continue to disrupt global businesses, particularly travel, and therefore it is possible that the value of these assets may become impaired in the future if the COVID-19 pandemic worsens or continues for a prolonged period. After September 30, 2020, there have been increases in the number of reported cases, and substantial shutdowns have been reinstated throughout the UK and Europe.

For goodwill, the Company will perform its annual impairment test as of October 1, 2020. For the 2019 and 2018 annual impairment tests, the Company performed a qualitative assessment of goodwill impairment (Step 0) and concluded that it was more-likely-than-not that its reporting units' fair values exceeded their respective carrying values. The last full Step 1 analysis was completed in 2017. However, due to the uncertainty that the global pandemic has presented, the Company has determined that it will perform a full Step 1 analysis in the fourth quarter of 2020 along with our annual budgeting cycle. As of September 30, 2020, the carrying value of goodwill and other intangible assets associated with the KVH Media Group was $10,744 and $4,138, respectively.