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Note 9 - Intangible Assets

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE 9 INTANGIBLE ASSETS

Intangible assets at December 31, 2024 and December 31, 2023 are comprised as follows:

(in thousands)														December 31, 2024
		Gross Carrying				Accumulated				Accumulated				Net Carrying
		Value				Amortization				Impairment Losses				Value
Intangible assets subject to amortization
Database		$	4,918			$	4,918				—			$	—
Vehicle service agreements in-force			3,680				3,680				—				—
Customer relationships			51,242				25,765				—				25,477
Developed technology			600				79				—				521
Intangible assets not subject to amortization
Trade names			16,167				—				2,116				14,051
Total		$	76,607			$	34,442			$	2,116			$	40,049

(in thousands)						December 31, 2023
		Gross Carrying				Accumulated				Net Carrying
		Value				Amortization				Value
Intangible assets subject to amortization
Database		$	4,918			$	4,918			$	—
Vehicle service agreements in-force			3,680				3,680				—
Customer relationships			39,942				19,521				20,421
Developed technology			600				18				582
Intangible assets not subject to amortization
Trade names			14,667				—				14,667
Total		$	63,807			$	28,137			$	35,670

As further discussed in Note 4, "Acquisitions," the Company recorded the following intangible assets related to the acquisitions that occurred during 2024 and 2023:

(in thousands)		Image Solutions				SPI				DDI
Acquisition Date		September 26, 2024				September 7, 2023				October 26, 2023
Customer Relationships		$	11,100			$	1,000			$	6,700
Amortization Period		13 years				13 years				11 years
Developed Technology			n/a			$	600				n/a
Amortization Period		-					10 years				-
Trade Name		$	1,500			$	120			$	260
Amortization Period		Indefinite				Indefinite				Indefinite
Total Intangibles		$	12,600			$	1,720			$	6,960

The intangible assets related to the Image Solutions acquisition are provisional and subject to adjustment during the measurement period. The Company expects to complete its purchase price within the next six months. The estimates, allocations and calculations recorded at December 31, 2024 are subject to change as we obtain further information; therefore, the final fair values of the assets acquired and liabilities assumed may not agree with the estimates included in these consolidated financial statements.

As further discussed in Note 4, "Acquisitions," during the second quarter of 2024, the Company recorded a measurement period adjustment related to acquisition of DDI that increased the customer relationships intangible asset by $0.2 million compared to the amount recorded at December 31, 2023.

The Company's intangible assets with definite useful lives are amortized either based on the patterns in which the economic benefits of the intangible assets are expected to be consumed or using the straight-line method over their estimated useful lives, which range from 7 to 15 years. Amortization of intangible assets was $6.3 million and $5.9 million for the years ended December 31, 2024 and December 31, 2023, respectively. The estimated aggregate future amortization expense of all intangible assets is $6.6 million for 2025, $5.1 million for 2026, $3.9 million for 2027, $3.0 million for 2028, $2.2 million for 2029 and $5.1 million thereafter.

The trade names intangible assets have indefinite useful lives and are not amortized. Indefinite-lived intangible assets are assessed for impairment annually as of November 30, or more frequently if events or circumstances indicate that the carrying value may not be recoverable. The Company may perform its impairment test for any indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may resume a qualitative assessment in any subsequent period if facts and circumstances permit.

At March 31, 2024, June 30, 2024, September 30, 2024 and November 30, 2024, the Company determined that certain trade names should be further examined under a quantitative approach due to actual revenue coming in lower than previous projections. Based upon these assessments, the Company recorded impairment charges of $2.1 million for the year ended December 31, 2024, related to the SNS, CSuite and Ravix indefinite-lived trade names. The fair value of the SNS, CSuite and Ravix trade names were estimated using the relief-from-royalty method. The significant unobservable inputs used in the relief-from-royalty method, which are level 3 inputs, include a royalty rate and discount rate. The reduction in value is primarily due to higher discount rates and a reduction in projected revenue. Future impairments may be recorded if discount rates increase further, or if actual revenue falls short of current projections. The valuation of these assets is not dependent on the underlying profit or loss generated by the respective business. Therefore, even if a change in revenue does not have a significant impact on operating results, it could significantly impact the fair value of the trade name. No impairment charges were recorded during the year ended December 31, 2023.