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Intangible Assets
3 Months Ended
Mar. 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets

6.Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

 

 

March 31, 2022

 

 

 

Useful Life

(Years)

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Backlog

 

1 to 7

 

$

4,500

 

 

$

(2,249

)

 

$

2,251

 

Customer relationships

 

5 to 10

 

 

75,162

 

 

 

(26,527

)

 

 

48,635

 

Developed technology (1)

 

1 to 6

 

 

73,204

 

 

 

(40,516

)

 

 

32,688

 

Noncompetition agreements

 

3 to 5

 

 

6,445

 

 

 

(2,064

)

 

 

4,381

 

Tradename and trademarks

 

1 to 3

 

 

7,272

 

 

 

(5,452

)

 

 

1,820

 

 

 

 

 

$

166,583

 

 

$

(76,808

)

 

$

89,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Developed technology intangible assets include IPR&D of $0.4 million as of March 31, 2022, which is not subject to amortization.

 

 

 

 

 

 

December 31, 2021

 

 

 

Useful Life

(Years)

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Backlog

 

3

 

$

4,500

 

 

$

(1,816

)

 

$

2,684

 

Customer relationships

 

3 to 10

 

 

75,188

 

 

 

(23,795

)

 

 

51,393

 

Developed technology (1)

 

3 to 8

 

 

72,723

 

 

 

(37,333

)

 

 

35,390

 

Noncompetition agreements

 

3 to 5

 

 

6,452

 

 

 

(1,725

)

 

 

4,727

 

Tradename and trademarks

 

1 to 4

 

 

7,267

 

 

 

(4,643

)

 

 

2,624

 

 

 

 

 

$

166,130

 

 

$

(69,312

)

 

$

96,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Developed technology intangible assets include IPR&D of $0.4 million as of December 31, 2021, which is not subject to amortization.

 

 

Finite-lived intangible assets are amortized over their estimated useful life. Finite-lived intangible assets amortization expense was $7.1 million for the three months ended March 31, 2022, and $4.4 million for the three months ended March 31, 2021.

        

 

Acquisitions of finite-lived intangible assets

 

In May 2018, the Company acquired developed technology to facilitate cross-border transactions (e.g., tariffs and duties), from Tradestream Technologies Inc. and Wise 24 Inc. (the “Sellers”) for cash and common stock. This acquisition was accounted for as an asset acquisition. Total consideration for the purchase will not exceed $30 million, inclusive of an earnout computed on future billings recognized by the Company over six years post acquisition. The earnout is payable in cash or common stock at the end of each six-month measurement period ending on June 30 or December 31 through 2023. Through March 31, 2022, the sellers have earned approximately $2.6 million under the earnout provision since the acquisition date. An earnout liability of $0.3 million was recorded within the current portion of accrued earnout liabilities as of March 31, 2022, for the earnout period ending June 30, 2022, and is expected to be paid in cash to the sellers in the third quarter of 2022.

 

Goodwill

 

Changes in the carrying amount of goodwill for the three months ended March 31, 2022, are summarized as follows (in thousands):

 

Balance—December 31, 2021

 

$

672,381

 

Cumulative translation adjustments

 

 

(950

)

Balance—March 31, 2022

 

$

671,431

 

 

Goodwill is tested for impairment annually on October 31 at the reporting unit level or whenever circumstances occur indicating goodwill might be impaired. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, the Company will conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to the excess, not to

exceed the carrying value. The Company has three reporting units for goodwill impairment testing consisting of its U.S., European, and Brazilian operations. As of March 31, 2022, the Brazilian reporting unit had no associated goodwill.