Goodwill and Intangibles

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The Company records goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The following table shows the adjustments to goodwill during 2020 and 2019:


Balance at December 31, 2018	$	224,899




Translation adjustments	(1,930)
Balance at December 31, 2019	$	222,969




Translation adjustments	9,802
Balance at December 31, 2020	$	232,771

When performing its annual impairment test, the Company compares the fair value of each reporting unit to its carrying amount with the fair values derived from the market approach the income approach. Under the market approach, the Company estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparables are not meaningful or not available, the Company estimates the fair value of a reporting unit using only the income approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows.

In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an

overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired.

If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss.

For the years ended December 31, 2020, 2019, and 2018 the Company recognized goodwill impairment charges of nil, nil, and $9.1 million, respectively. The Company recorded a $9.1 million impairment charge on the Zentry joint venture in 2018 as a result of various business changes to Zentry, which ultimately led the Company to sunset certain Zentry product offerings. The Company evaluated the impact of these business changes and determined that the future cash flows generated by the assets were not sufficient to support its recoverability and accordingly, the Company recognized an impairment charge for Zentry’s outstanding goodwill.

Other Intangible Assets

The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2020, 2019 and 2018 was $27.0 million, $33.5 million and $41.3 million, respectively.

The Company recognized impairment charges to its intangible assets of $0.9 million, nil and $11.0 million for the years ended December 31, 2020, 2019 and 2018 respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations. The 2018 impairment charge was incurred to the outstanding Zentry intangible assets for the same reasons discussed above.

The Company’s intangible assets consist of the following:


	December 31, 2020
	Cost		Accumulated Amortization		Net
Technology	$	105,642	$	(94,867)	$	10,775
Customer lists and relationships	131,500		(101,468)		30,032
Capitalized software and patents	63,268		(34,482)		28,786
Trade name	2,477		(2,477)		—
Total	$	302,887	$	(233,294)	$	69,593


	December 31, 2019
	Cost		Accumulated Amortization		Net
Technology	$	99,832	$	(83,608)	$	16,224
Customer lists and relationships	125,308		(86,555)		38,753
Capitalized software and patents	46,222		(23,586)		22,636
Trade name	2,450		(2,450)		—
Total	$	273,812	$	(196,199)	$	77,613

Estimated future amortization expense of its intangible assets for the next five years is as follows:


Year ending December 31,
2021	$	23,348
2022	18,474
2023	8,858
2024	5,288
2025	4,798
Thereafter	1,236
Total *	$	62,002

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* As of December 31, 2020, the Company had $7.6 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use.