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Goodwill and Acquired Intangible Assets
12 Months Ended
Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Acquired Intangible Assets

6. Goodwill and Acquired Intangible Assets

The components of acquired intangible assets as of December 31, 2019 and 2018 were as follows:

 

 

 

December 31, 2019

 

 

December 31, 2018

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Value

 

 

 

(in thousands)

 

Restaurant relationships

 

$

497,788

 

 

$

(135,482

)

 

$

362,306

 

 

$

494,278

 

 

$

(103,457

)

 

$

390,821

 

Diner acquisition

 

 

48,293

 

 

 

(19,909

)

 

 

28,384

 

 

 

47,541

 

 

 

(10,306

)

 

 

37,235

 

Developed technology

 

 

35,826

 

 

 

(15,916

)

 

 

19,910

 

 

 

38,385

 

 

 

(10,247

)

 

 

28,138

 

Other

 

 

2,918

 

 

 

(2,713

)

 

 

205

 

 

 

3,676

 

 

 

(2,615

)

 

 

1,061

 

Trademarks

 

 

 

 

 

 

 

 

 

 

 

2,225

 

 

 

(2,225

)

 

 

 

Below-market lease intangible

 

 

 

 

 

 

 

 

 

 

 

2,206

 

 

 

(124

)

 

 

2,082

 

Total amortizable intangible assets

 

 

584,825

 

 

 

(174,020

)

 

 

410,805

 

 

 

588,311

 

 

 

(128,974

)

 

 

459,337

 

Indefinite-lived trademarks

 

 

89,676

 

 

 

 

 

 

89,676

 

 

 

89,676

 

 

 

 

 

 

89,676

 

Total acquired intangible assets

 

$

674,501

 

 

$

(174,020

)

 

$

500,481

 

 

$

677,987

 

 

$

(128,974

)

 

$

549,013

 

 

The gross carrying amount and accumulated amortization of the Company’s trademarks, developed technology and other intangible assets as of December 31, 2019 were adjusted in aggregate by $5.5 million and $5.4 million, respectively, for certain fully amortized assets that were no longer in use. Additionally, upon adoption of ASC Topic 842, the acquired below-market lease intangible was derecognized resulting in a corresponding adjustment to the operating lease right-of-use asset within the consolidated balance sheets as of January 1, 2019. Amortization of the acquired below-market lease intangible was recognized as rent expense within the consolidated statements of operations. See Note 9, Commitments and Contingencies, for further details.

Amortization expense for acquired intangible assets was $50.7 million, $42.5 million and $28.1 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018 were as follows.

 

 

 

Goodwill

 

 

Accumulated Impairment Losses

 

 

Net Book Value

 

 

 

(in thousands)

 

Balance as of December 31, 2017

 

$

589,862

 

 

$

 

 

$

589,862

 

Acquisitions

 

 

429,377

 

 

 

 

 

 

429,377

 

Balance as of December 31, 2018

 

$

1,019,239

 

 

$

 

 

$

1,019,239

 

Acquisitions - measurement period adjustments (a)

 

 

(11,271

)

 

 

 

 

 

(11,271

)

Balance as of December 31, 2019

 

$

1,007,968

 

 

$

 

 

$

1,007,968

 

 

(a)

The change in the carrying amount of goodwill during the year ended December 31, 2019 was primarily related to changes in the fair value of net deferred tax assets for the purchase price allocations of the Tapingo and LevelUp acquisitions during the measurement period.

 

The Company acquired intangible assets of $4.3 million and $76.1 during the years ended December 31, 2019 and 2018, respectively, as a result of the acquisitions of LevelUp and Tapingo and the acquisitions of certain restaurant and diner network assets. The components of the acquired intangible assets added during the years ended December 31, 2019 and 2018 were as follows: 

 

 

 

Year Ended December 31, 2019

 

 

Year Ended December 31, 2018

 

 

 

Amount

 

 

Weighted-Average

Amortization

Period

 

 

Amount

 

 

Weighted-Average

Amortization

Period

 

 

 

(in thousands)

 

 

(years)

 

 

(in thousands)

 

 

(years)

 

Restaurant relationships

 

$

3,510

 

 

 

19.5

 

 

$

36,697

 

 

 

17.5

 

Developed technology

 

 

 

 

 

 

 

 

 

29,862

 

 

 

4.7

 

Diner acquisition

 

 

752

 

 

 

5.0

 

 

 

7,294

 

 

 

5.0

 

Below-market lease intangible

 

 

 

 

 

 

 

 

 

2,205

 

 

 

5.8

 

Total

 

$

4,262

 

 

 

 

 

 

$

76,058

 

 

 

 

 

 

Estimated future amortization expense of acquired intangible assets as of December 31, 2019 was as follows:

 

 

 

(in thousands)

 

2020

 

$

45,645

 

2021

 

 

38,812

 

2022

 

 

36,843

 

2023

 

 

30,348

 

2024

 

 

28,141

 

Thereafter

 

 

231,016

 

Total

 

$

410,805

 

As of December 31, 2019, the estimated remaining weighted-average useful life of the Company’s acquired intangibles was 13.4 years. The Company recognizes amortization expense for acquired intangibles on a straight-line basis.