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Intangible Assets and Goodwill | 12 Months Ended
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Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract] |
Intangible Assets and Goodwill | Note 6. Intangible Assets and Goodwill Intangible Assets, Net Intangible assets, net consist of the following:
(in millions) |  | Indefinite- lived trade names |  |  | Customer relationship intangibles |  |  | Definite- lived trade names |  |  | Acquired Technology |  |  | Acquired Content |  |  | Computer software |  |  | Capitalized software in progress |  |  | Total Intangible Assets |
Gross carrying amount at December 31, 2024 |  | $ | 45.7 |  |  | $ | 363.6 |  |  | $ | 92.3 |  |  | $ | 8.4 |  |  | $ | 2.6 |  |  | $ | 45.1 |  |  | $ | 2.3 |  |  | $ | 560.0 |
Accumulated amortization |  |  | — |  |  |  | (343.5 | ) |  |  | (27.6 | ) |  |  | (5.7 | ) |  |  | (1.4 | ) |  |  | (25.9 | ) |  |  | — |  |  |  | (404.1 | )
Net carrying amount at December 31, 2024 |  | $ | 45.7 |  |  | $ | 20.1 |  |  | $ | 64.7 |  |  | $ | 2.7 |  |  | $ | 1.2 |  |  | $ | 19.2 |  |  | $ | 2.3 |  |  | $ | 155.9 |
Gross carrying amount at December 31, 2023 |  | $ | 52.6 |  |  | $ | 365.4 |  |  | $ | 91.1 |  |  | $ | 8.4 |  |  | $ | 2.6 |  |  | $ | 36.9 |  |  | $ | 1.6 |  |  | $ | 558.6 |
Accumulated amortization |  |  | — |  |  |  | (336.7 | ) |  |  | (22.6 | ) |  |  | (4.7 | ) |  |  | (1.0 | ) |  |  | (18.5 | ) |  |  | — |  |  |  | (383.5 | )
Net carrying amount at December 31, 2023 |  | $ | 52.6 |  |  | $ | 28.7 |  |  | $ | 68.5 |  |  | $ | 3.7 |  |  | $ | 1.6 |  |  | $ | 18.4 |  |  | $ | 1.6 |  |  | $ | 175.1 |
Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $27.3 million, $44.0 million and $56.1 million, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31:
(in millions) |  |  |
2025 |  |  | 23.6 |
2026 |  |  | 18.7 |
2027 |  |  | 13.3 |
2028 |  |  | 7.3 |
2029 |  |  | 5.0 |
Thereafter |  |  | 40.0 |
|  | $ | 107.9 |
Intangible asset impairments for the year ended December 31, 2024, included non-cash impairments of $7.3 million for indefinite-lived and definite-lived trade name intangible assets. There were no intangible asset impairments for the year ended December 31, 2023. Intangible asset impairments for the year ended December 31, 2022, included non-cash impairments of $1.6 million for indefinite-lived trade name intangible assets. All intangible asset impairments are presented in the consolidated statements of (loss) income and comprehensive (loss) income as intangible asset impairments. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets 2024 Impairments During the fourth quarter of 2024, the Company identified an impairment trigger for one of its definite-lived intangible assets due to the cancellation of a certain event that was not contributing to profitability. As a result, during the fourth quarter of 2024, the Company recorded an impairment of $0.4 million to write-off the carrying value related to the definite-lived trade name intangible asset in the Connections reportable segment. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The long-lived asset impaired during the fourth quarter of 2024 had a remaining fair value of zero due to the cancellation of the event related to the trade name intangible asset. 2023 Impairments During the year ended December 31, 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the year. 2022 Impairments During the first quarter of 2022, the Company identified an interim impairment trigger for two of its definite-lived intangible assets. As a result, the Company performed a recoverability analysis on the definite-lived intangible assets and determined that the carrying value was recoverable. No additional triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable occurred for the remainder of the year ended December 31, 2022. As such, no quantitative assessment for impairment was required during the year. Impairment of Indefinite-Lived Intangible Assets 2024 Impairments During the third quarter of 2024, the Company identified an interim impairment trigger for two of its indefinite-lived intangible assets due to the cancellation of certain events that were not contributing to profitability. As a result, the Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that are considered level 3 inputs. As a result of the interim impairment assessment, the Company recorded an impairment of $6.3 million to certain indefinite-lived trade name intangible assets. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2024. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded one of the indefinite-lived trade name assets had a carrying value in excess of its fair value as of October 31, 2024. As a result, during the fourth quarter of 2024, the Company recorded an impairment of $0.6 million related to a certain indefinite-live trade name intangible asset. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The indefinite-lived trade name intangible asset impaired during the fourth quarter of 2024 had a remaining fair value of $1.1 million as of October 31, 2024. The Company recorded total impairments of $6.9 million to certain indefinite-lived trade name intangible assets related to the Connections reportable segment for the year ended December 31, 2024. 2023 Impairments The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2023. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups had fair values in excess of their carrying values as of October 31, 2023, and therefore no impairments were identified. 2022 Impairments During the first quarter of 2022, the Company identified an interim impairment trigger for three of its indefinite-lived intangible assets. As a result, the Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that are considered level 3 inputs. As a result of the January 31, 2022 impairment assessment, the Company recorded an impairment of $1.6 million for one indefinite-lived trade name intangible asset. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2022. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups had fair values in excess of their carrying values as of October 31, 2022, and therefore no impairments were identified. The Company recorded total impairments of $1.6 million to a certain indefinite-lived trade name intangible asset for the year ended December 31, 2022. These impairments all related to certain indefinite-lived trade name intangible assets in the Connections reportable segment. Goodwill The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:
|  | Reportable Segment |  |  |  |  |  |  |  |  |  |
(in millions) |  | Commerce (Legacy) |  |  | Design, Creative & Technology (Legacy) |  |  | Connections |  |  | All Other |  |  | All Other (Legacy) |  |  | Total |
Balance at December 31, 2022 |  | $ | 356.1 |  |  | $ | 160.8 |  |  | $ | — |  |  | $ | — |  |  | $ | 28.6 |  |  | $ | 545.5 |
Acquired goodwill |  |  | — |  |  |  | — |  |  |  | 8.4 |  |  |  | — |  |  |  | — |  |  |  | 8.4 |
Transfers |  |  | (356.1 | ) |  |  | (160.8 | ) |  |  | 509.9 |  |  |  | 35.6 |  |  |  | (28.6 | ) |  |  | — |
Balance at December 31, 2023 |  | $ | — |  |  | $ | — |  |  | $ | 518.3 |  |  | $ | 35.6 |  |  | $ | — |  |  | $ | 553.9 |
Acquired goodwill |  |  | — |  |  |  | — |  |  |  | 19.9 |  |  |  | — |  |  |  | — |  |  |  | 19.9 |
Balance at December 31, 2024 |  | $ | — |  |  | $ | — |  |  | $ | 538.2 |  |  | $ | 35.6 |  |  | $ | — |  |  | $ | 573.8 |
Impairment of Goodwill 2024 Impairment During the fourth quarter of 2024, in connection with the Company’s annual impairment assessment, the Company performed a quantitative assessment of the Company’s fair value of goodwill using an income approach with assumptions that are considered level 3 inputs and concluded that the fair value of all reporting units exceeded their respective carrying values. The fair values of the reporting units were determined by discounting estimated future cash flows, which were determined based on forecasted revenues, EBITDA margins, debt free net working capital, capital expenditures and other factors, at a discount rate ranging from 10.6% to 11.8%. As of the date of the Company’s assessment, there were no reporting units where the fair value of the reporting unit was equal to its carrying value. No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October 31, 2024. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2024, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2024, the fair values of the reporting units exceeded their carrying value between 41.0% and 234.9%. 2023 Impairment During the fourth quarter of 2023, the Company changed its operating segments which resulted in a change in reporting units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting units immediately prior to the change in reporting units and immediately after the change on its new reporting units. To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill between the components of the old reporting units was determined based on their relative fair value. Due to the change in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting units as of October 31, 2023 using an income approach with assumptions that are considered level 3 inputs and concluded that the fair value of all prior and new reporting unit exceeded their respective carrying values. The fair values of the prior and new reporting units were determined by discounting estimated future cash flows, which were determined based on forecasted revenues, EBITDA margins, debt free net working capital, capital expenditures and other factors, at a discount rate ranging from 13.0% to 15.5%. As of the date of the Company’s assessment, there were no reporting units where the fair value of the reporting unit was equal to its carrying value. Reporting units where fair value exceeded carrying value by less than 10% included $25.6 million of goodwill. No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October 31, 2023. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2023, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2023, the fair values of the reporting units exceeded their carrying value between 4.2% and 241.5%. 2022 Impairments During the first quarter of 2022, the Company changed its operating segments which resulted in a change in reporting units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting units immediately prior to the change in reporting units and immediately after the change on its new reporting units. To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill between the components of the old reporting units was determined based on their relative fair value. The Company had recently completed its annual impairment assessment on October 31, 2021 for its old reporting units. As of this interim impairment assessment, reporting units where fair value exceeded carrying value by less than 5% included $214.6 million of goodwill. Due to the change in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting units as of January 31, 2022 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective fair value, resulting in goodwill impairments of $6.0 million and $0.3 million related to the Connections reportable segment and All Other category, respectively. The fair values of the respective reporting units were determined by discounting estimated future cash flows, which were determined based on revenue, long-term growth assumptions ranging from zero to 3.0%, at a discount rate ranging from 12.8% to 15.5%. As of the date of the Company’s assessment, reporting units where the fair value of the reporting unit was equal to its carrying value contained $3.1 million of goodwill. No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October 31, 2022. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2022, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2022, the fair values of the reporting units exceeded their carrying value between 53.2% and 1,809.5%. Total accumulated goodwill impairments are $686.0 million through December 31, 2024.

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