GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill was $423,136 and $466,638 as of December 31, 2024 and 2023, respectively. The decrease in goodwill for the year ended December 31, 2024 was primarily from the Nogin goodwill impairment of $(57,664) in the E-Commerce segment, and the Targus goodwill impairment of $(26,681) in the Consumer Products segment, and the reclass to Held for sale of $(13,861) for the Stifel transaction in the Wealth Management segment, and $(3,280) for Reval in the All Other category as discussed in Note 4, partially offset by $56,028 from the Nogin acquisition in the E-Commerce segment, and $1,431 from an immaterial acquisition in the Financial Consulting segment. The decrease in goodwill for the year ended December 31, 2023 was primarily from the Targus goodwill impairment of $53,100 in the Consumer Products segment, partially offset by $11,871 from other acquisitions.

The changes in the carrying amount of goodwill during the years ended December 31, 2024 and 2023 were as follows:


	Capital Markets		Wealth Management		Financial Consulting		Communications		Consumer Products		E-Commerce		All Other		Total
Balance as of December 31, 2022	$	162,018	$	51,195	$	19,967	$	193,195	$	75,753	$	—	$	4,779	$	506,907
Changes in goodwill during the year:
Acquisition of other businesses	—		—		9,443		—		—		—		2,428		11,871
Goodwill impairment	—		—		—		—		(53,100)		—		—		(53,100)
Other	—		—		187		672		4,028		—		(3,927)		960
Balance as of December 31, 2023	162,018		51,195		29,597		193,867		26,681		—		3,280		466,638
Changes in goodwill during the year:
Acquisition of other businesses	—		—		1,431		—		—		56,028		—		57,459
Goodwill impairment	—		—		—		—		(26,681)		(57,664)		—		(84,345)
Reclassified as held for sale	—		(13,861)		—		—		—		—		(3,280)		(17,141)
Other	(532)		—		(579)		—		—		1,636		—		525
Balance as of December 31, 2024	$	161,486	$	37,334	$	30,449	$	193,867	$	—	$	—	$	—	$	423,136

During the year ended December 31, 2024, the changes in goodwill included $(579) of foreign currency translation amounts, $1,636 related to certain purchase price accounting adjustments as described in Note 3, and $(532) related to the sale of certain assets. During the year ended December 31, 2023, the changes in goodwill included $187 of foreign currency translation amounts, $672 of working capital settlements as described in Note 3, $4,028 related to certain purchase price accounting adjustments, and $(3,927) related to the sale of certain assets.

Intangible assets consisted of the following:


		As of December 31, 2024						As of December 31, 2023
	Estimated Useful Life in Years	Gross Carrying Value		Accumulated Amortization		Intangibles Net		Gross Carrying Value		Accumulated Amortization		Intangibles Net
Amortizable assets:
Customer relationships	1 to 16	$	241,125	$	(126,230)	$	114,895	$	263,721	$	(108,644)	$	155,077
Domain names	7	175		(174)		1		185		(183)		2
Advertising relationships	8	100		(100)		—		100		(94)		6
Internally developed software and other intangibles	0.5 to 10	29,088		(23,245)		5,843		28,985		(19,613)		9,372
Trademarks	3 to 10	20,277		(10,231)		10,046		20,821		(8,133)		12,688
Total		290,765		(159,980)		130,785		313,812		(136,667)		177,145

Non-amortizable assets:
Tradenames		16,100		—		16,100		21,100		—		21,100
Total intangible assets		$	306,865	$	(159,980)	$	146,885	$	334,912	$	(136,667)	$	198,245

Amortization expense was $35,094, $39,770, and $32,181 during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, estimated future amortization expense was $26,953, $24,612, $23,298, $20,099, $15,469 during the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively. The estimated future amortization expense after December 31, 2029 was $20,354.

The Company performs impairment tests for goodwill and other intangible assets with indefinite lives as of December 31 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company’s reporting units or asset group below their carrying values. Due to challenges in executing Nogin’s growth plans operating results in the fourth quarter of 2024 were impacted and Nogin’s long-term forecasts were updated. A goodwill impairment charge of $57,664 was recognized in E-Commerce reporting unit related to Nogin at December 31, 2024. The Company’s Targus subsidiary which is included in the Consumer Products segment experienced lower than expected revenues in the fourth quarter of 2024 from market conditions in the personal computer market for computers and accessories and long-term forecasts for revenues were updated. An impairment charge for the tradename of $4,000 was recognized at December 31, 2024. At June 30, 2024, qualitative factors indicated that the carrying value of goodwill and tradename for the Company’s Targus subsidiary were impaired as operating results during the six months ended June 30, 2024 were impacted by market conditions in the personal computer market for computers and accessories, the Company revised its long-term forecasts. Based on the results of the analysis, the Company recorded a non-cash impairment charge for goodwill of $26,681 and a tradename impairment charge of $1,000 at June 30, 2024. In 2023, the Company performed an interim goodwill impairment quantitative assessment as of September 30, 2023 and a year ended assessment as of December 31, 2023 for the Targus reporting unit, and based on the results of the analysis, a non-cash impairment charge of $68,600 was recognized which included a goodwill impairment charge of $53,100 and a tradename impairment charge of $15,500. The Company also recorded an impairment charge for finite-lived intangible assets of $16,028 for customer relationships, internally developed software and other intangible assets, and trademarks related to Nogin as of December 31, 2024 and $1,733 as of December 31, 2023 for a tradename in the Capital Markets segment that is no longer used by the Company. These impairment charges have been recorded in impairment of goodwill and other intangible assets in the accompanying consolidated statements of operations during the years ended December 31, 2024 and 2023.

Goodwill and tradename were measured at fair value on a nonrecurring basis as part of the interim and annual impairment tests during 2024 and 2023. The estimated fair value of the Nogin and Targus were calculated using a

weighted-average of values determined using an income approach and a market approach for each reporting unit. The income approach involves estimating the fair value of each of the reporting units by discounting its estimated future cash flows using discount rates that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities for each reporting unit. In order to estimate the fair value of goodwill and tradename, management must make certain estimates and assumptions that affect the total fair value of each of the reporting units including, among other things, an assessment of market conditions, projected cash flows, discount rates, and growth rates. The approximate inputs for the fair value calculations of the reporting units included (a) a growth rate of 3% to calculate the terminal value and a discount rate of 16% for the Nogin reporting unit and (b) a growth rate of 4% to calculate the terminal value and a discount rate of 16% for the Targus reporting unit. The approximate inputs for the fair value calculations of the Targus reporting unit in 2023 included a growth rate of 4% to calculate the terminal value and a discount rate of 21%. The approximate inputs with respect to indefinite live tradename in the Targus reporting unit included a royalty rate of 2%. Management’s estimates of projected cash flows each of the reporting units include, but are not limited to, future earnings of each of the reporting units using revenue growth rates, gross margins, and other cost assumptions consistent with the reporting unit's historical trends, and working capital requirements and future capital expenditures necessary to fund future operations. The assumptions in the fair value measurements of each of the reporting units reflect the current market environment, industry-specific factors and company-specific factors.