v3.24.0.1
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
9.
Goodwill and Intangible Assets

The carrying amounts of goodwill and intangible assets consisted of the following as of:

 

 

December 31, 2023

 

(in thousands)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

410,210

 

 

$

(163,586

)

 

$

246,624

 

Developed technologies

 

 

78,434

 

 

 

(33,769

)

 

 

44,665

 

Tradenames

 

 

36,062

 

 

 

(9,379

)

 

 

26,683

 

Database

 

 

50,221

 

 

 

(45,072

)

 

 

5,149

 

Total finite-lived intangible assets

 

 

574,927

 

 

 

(251,806

)

 

 

323,121

 

Goodwill

 

 

1,075,080

 

 

 

—

 

 

 

1,075,080

 

Total goodwill and intangible assets

 

$

1,650,007

 

 

$

(251,806

)

 

$

1,398,201

 

 

 

 

December 31, 2022

 

(in thousands)

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

409,430

 

 

$

(128,745

)

 

$

280,685

 

Developed technologies

 

 

56,965

 

 

 

(25,514

)

 

 

31,451

 

Tradenames

 

 

35,914

 

 

 

(7,150

)

 

 

28,764

 

Database

 

 

50,215

 

 

 

(40,393

)

 

 

9,822

 

Total finite-lived intangible assets

 

 

552,524

 

 

 

(201,802

)

 

 

350,722

 

Goodwill

 

 

1,324,733

 

 

 

—

 

 

 

1,324,733

 

Total goodwill and Intangible assets

 

$

1,877,257

 

 

$

(201,802

)

 

$

1,675,455

 

Amortization expense associated with finite-lived intangible assets was $49.8 million, $54.7 million, and $58.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, of which $12.7 million, $16.8 million and $21.3 million was included in cost of revenue for each respective period.

Estimated total intangible amortization expense during the next five years and thereafter is as follows:

(in thousands)

 

 

 

2024

 

$

48,420

 

2025

 

 

45,911

 

2026

 

 

39,271

 

2027

 

 

33,323

 

2028

 

 

29,555

 

Thereafter

 

 

126,641

 

Total

 

$

323,121

 

The Company determined it had one reporting unit.

Goodwill Impairment

Goodwill and acquired intangible assets are initially recorded at fair value and tested periodically for impairment. The Company performs an impairment test of goodwill during the fourth quarter of each fiscal year and more frequently if indicators of potential impairment arise.

Though the Company traditionally performs its annual impairment assessment in the first month of the fourth quarter of each calendar year, during the quarter ended September 30, 2023, the Company experienced a sustained decline in its stock price and market capitalization, which represented a triggering event requiring management to perform a goodwill impairment test as of September 30, 2023. As a result of the Company’s quantitative impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded a non-cash, pretax, goodwill impairment charge of $287.4 million. The goodwill impairment charge did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement.

In calculating the goodwill impairment charge, the Company estimated the fair value of its single reporting unit using a combination of an income and market approach. The income approach utilizes a discounted cash flow model associated with the business, including the amount and timing of future expected cash flows, tax attributes, technology and customer attrition rates, a terminal value growth rate, and an appropriate market-participant, risk-adjusted, weight average cost of capital in each case using estimates that the Company considered to be reasonable and appropriate. The market approach utilizes the Company's market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A Common Stock outstanding by the market price of its Class A Common Stock. The control premium is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss is recognized for the difference between the carrying value of the reporting unit and the fair value.

During the quarter ended December 31, 2023, the Company performed a quantitative assessment and concluded that the fair value of its single reporting unit exceeded its carrying value as of December 31, 2023. The Company will continue to monitor for potential impairment should impairment indicators arise.

As of December 31, 2023 and 2022, goodwill consisted of the following:

 

 

 

Year Ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

Goodwill - beginning of year

 

$

1,324,733

 

 

$

1,263,075

 

Goodwill acquired during year

 

 

37,747

 

 

 

61,658

 

Goodwill impairment loss

 

 

(287,400

)

 

 

—

 

Goodwill - end of year

 

$

1,075,080

 

 

$

1,324,733

 

The Company also considered its intangible assets with finite useful lives, which are amortized over their estimated useful lives, generally on a straight-line basis. These assets are reviewed for impairment when facts or circumstances indicate that the carrying values may not be recoverable. The decline in the Company’s market capitalization driven by a sustained decrease in the Company’s stock price was considered to represent a triggering event and the Company’s intangible assets were reviewed for impairment. Based on quantitative and qualitative analyses performed, management concluded the assets were recoverable and no impairment charge was recorded.