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Goodwill and Intangible Assets, Net
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net

Note 5 - Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):

 

 

 

Gross Carrying Amount

 

 

Accumulated Impairment Losses

 

 

Net Carrying Amount

 

Balance as of December 31, 2023

 

$

1,585,750

 

 

$

 

 

$

1,585,750

 

Impairment charge

 

 

 

 

 

(197,214

)

 

 

(197,214

)

Foreign currency translation adjustment

 

 

466

 

 

 

 

 

 

466

 

Balance as of September 30, 2024

 

$

1,586,216

 

 

$

(197,214

)

 

$

1,389,002

 

 

During the three months ended September 30, 2024, the Company identified potential impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value. These triggering events included the Company’s revised 2024 outlook and a decrease in the Company’s stock price and market capitalization that was sustained during the third quarter of 2024. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed a quantitative goodwill impairment test. The fair value of the reporting unit was estimated using a combination of two approaches, an income approach, employing a discounted cash flow model, and a market approach, employing a guideline public company approach. These valuation approaches require the Company to make various assumptions regarding the timing and amount of expected cash flows, including, but not limited to, the revenue growth rate, the discount rate and valuation multiples. As a result of this impairment test, the Company recognized a goodwill impairment charge of $197.2 million during the three and nine months ended September 30, 2024. The fair value of the Company’s reporting unit was impacted by its revised forecast, as well as adverse macroeconomic factors, including but not limited to, slower economic growth, a higher cost of borrowing, inflationary pressures, and fluctuations in foreign currency exchange rates. There were no impairment charges recorded for the three and nine months ended September 30, 2023.

Intangible Assets, Net

A summary of the Company’s intangible assets, net is as follows (in thousands):

 

 

 

September 30, 2024

 

 

 

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Accumulated
Impairment Losses

 

 

Net
Carrying
Amount

 

 

Weighted-
Average
Remaining
Useful
Life (Years)

 

Brands - indefinite-lived

 

$

1,511,269

 

 

$

 

 

$

(811,269

)

 

$

700,000

 

 

Indefinite

 

Brands - definite-lived

 

 

43,736

 

 

 

(7,779

)

 

 

(23,854

)

 

 

12,103

 

 

 

5.0

 

Developed technology

 

 

266,714

 

 

 

(232,440

)

 

 

(1,043

)

 

 

33,231

 

 

 

2.1

 

User base

 

 

113,770

 

 

 

(113,388

)

 

 

 

 

 

382

 

 

 

0.3

 

White label contracts

 

 

33,384

 

 

 

(6,953

)

 

 

(26,431

)

 

 

 

 

 

 

Other

 

 

32,867

 

 

 

(14,177

)

 

 

 

 

 

18,690

 

 

 

3.8

 

Total Intangible assets, net

 

$

2,001,740

 

 

$

(374,737

)

 

$

(862,597

)

 

$

764,406

 

 

 

 

 

 

 

December 31, 2023

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Accumulated Impairment Losses

 

 

Net
Carrying
Amount

 

 

Weighted-
Average
Remaining
Useful
Life (Years)

 

Brands - indefinite-lived

 

$

1,511,269

 

 

$

 

 

$

(141,000

)

 

$

1,370,269

 

 

Indefinite

 

Brands - definite-lived

 

 

43,309

 

 

 

(5,301

)

 

 

 

 

 

38,008

 

 

 

12.3

 

Developed technology

 

 

249,470

 

 

 

(193,777

)

 

 

 

 

 

55,693

 

 

 

1.1

 

User base

 

 

113,760

 

 

 

(113,154

)

 

 

 

 

 

606

 

 

 

0.5

 

White label contracts

 

 

33,384

 

 

 

(6,953

)

 

 

(26,431

)

 

 

 

 

 

 

Other

 

 

28,549

 

 

 

(8,835

)

 

 

 

 

 

19,714

 

 

 

3.9

 

Total Intangible assets, net

 

$

1,979,741

 

 

$

(328,020

)

 

$

(167,431

)

 

$

1,484,290

 

 

 

 

During the three months ended September 30, 2024, the decline in the Company's stock price and market capitalization indicated that the fair value of the Company's indefinite-lived assets was more likely than not less than its carrying value. The Company evaluated the fair value of its indefinite-lived assets by using the relief from royalty methodology based on management’s assumptions. This valuation approach requires the Company to make various assumptions regarding the timing and amount of expected cash flows, including, but not limited to, the revenue growth rate, royalty rate, and discount rate. As a result, the Company recognized an impairment charge of $670.3 million associated with the indefinite-lived assets during the three and nine months ended September 30, 2024, representing the difference between the carrying value and the fair value of the Company's indefinite-lived intangible assets.

 

Additionally, the Company assessed the recoverability of our long-lived assets and definite-lived intangible assets at the asset group level and determined that the carrying value of the Fruitz asset group was not recoverable. The Company then evaluated the fair value of the Fruitz asset group using a discounted cash flow method, which required the Company to make various assumptions, including, but not limited to, the revenue growth rate and discount rate. As a result of this impairment test, the Company recognized $24.7 million of impairment charges during the three and nine months ended September 30, 2024. The impairment charges were allocated to the Fruitz asset group on a pro-rata basis based on the carrying amounts of the long-lived assets and definite-lived intangible assets. Additionally, the Company revised the remaining useful life of certain definite-lived intangible assets of Fruitz.

 

There were no impairment charges recorded for the three and nine months ended September 30, 2023.

 

On July 1, 2024, the Company completed the acquisition of Geneva Technologies, Inc. (“Geneva”) for total cash consideration of $17.5 million (the “Purchase Consideration”), net of cash acquired. The principal assets of Geneva, which is a pre-revenue company, are a social networking and communications platform for building friendship and community and related intellectual property rights. As substantially all of the fair value of the acquired assets was concentrated in Geneva’s developed technology, the transaction did not meet the definition of a business combination. As such, the Company accounted for this transaction as an asset acquisition in accordance with ASC 805, Business Combinations. The Purchase Consideration was allocated to the acquired assets and liabilities based on their relative fair values, with $17.2 million allocated to developed technology, which will be amortized on a straight-line basis over four years, and $0.3 million allocated to other assets and liabilities.

 

Amortization expense related to intangible assets, net for the three months ended September 30, 2024 and 2023 was $16.4 million and $14.9 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $47.1 million and $43.8 million, respectively.

As of September 30, 2024, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):

 

Remainder of 2024

 

$

16,281

 

2025

 

 

18,260

 

2026

 

 

10,655

 

2027

 

 

8,346

 

2028 and thereafter

 

 

9,870

 

Total

 

$

63,412