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

7.   Intangibles Assets and Goodwill

Intangible Assets

Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and include internally developed software, as well as software to be otherwise marketed, and trademarks/trade name/patents and customer relationships. The Company has determined that the Waitr trademark intangible asset is an indefinite-lived asset and therefore is not subject to amortization but is evaluated annually for impairment. The Bite Squad trade name asset, however, is being amortized over its estimated useful life.

Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following (in thousands):

 

As of December 31, 2019

 

 

Gross Carrying

Amount

 

Accumulated

Amortization

 

Accumulated

Impairment

 

Intangible

Assets, Net

 

Software

$

21,223

 

$

(4,113

)

 

$

(11,795

)

 

$

5,315

 

Trademarks/Trade name/Patents

 

5,405

 

 

(1,725

)

 

 

 

 

 

3,680

 

Customer Relationships

 

 

82,343

 

 

 

(8,199

)

 

 

(57,378

)

 

 

16,766

 

Total

$

108,971

 

$

(14,037

)

 

$

(69,173

)

 

$

25,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018

 

Gross Carrying

Amount

 

Accumulated

Amortization

 

Accumulated

Impairment

 

Intangible

Assets, Net

 

Software

$

1,239

 

$

(536

)

 

$

(589

)

 

$

114

 

Trademarks/Trade name/Patents

 

5

 

 

 

 

 

 

 

 

5

 

Customer Relationships

 

 

142

 

 

 

 

 

 

 

 

 

142

 

Total

$

1,386

 

$

(536

)

 

$

(589

)

 

$

261

 

On January 17, 2019, the Company acquired intangible assets in connection with the acquisition of Bite Squad, including customer relationships of $81,000, trade names valued at $5,400 and developed technology of $18,000. Additionally, during the year ended December 31, 2019, the Company acquired customer relationship intangible assets valued at $1,343 and software valued at $250 in connection with three separate acquisitions. See Note 3 – Business Combinations for additional details.

The Company recorded amortization expense for the years ended December 31, 2019, 2018, and 2017 of $13,726, $127, and $224, respectively.

Estimated future amortization expense of intangible assets is as follows (in thousands):

 

 

 

Amortization

 

2020

 

$

6,447

 

2021

 

 

6,421

 

2022

 

 

4,021

 

2023

 

 

2,634

 

2024

 

 

2,634

 

Thereafter

 

 

3,599

 

Total future amortization

 

$

25,756

 

 

Goodwill

The Company’s goodwill balance is as follows as of December 31, 2019 and 2018 (in thousands):  

 

December 31,

 

 

December 31,

 

2019

 

2018

 

Balance, beginning of period

$

1,408

 

 

$

1,408

 

Acquisitions during the period

 

224,538

 

 

 

 

Impairments during the period

 

 

(119,212

)

 

 

 

Balance, end of period

$

106,734

 

 

$

1,408

 

The Company recorded $224,538 of goodwill during the year ended December 31, 2019 as a result of the allocation of the purchase price over assets acquired and liabilities assumed in the Bite Squad Merger (see Note 3 – Business Combinations). A goodwill impairment charge of $119,212 was recognized during the year December 31, 2019 (see Impairments below). There were no accumulated goodwill impairment charges at December 31, 2018.    

Impairments

The Company conducts its goodwill and intangible asset impairment test annually in October, or more frequently if indicators of impairment exist. For purposes of testing for goodwill impairment, the Company has one reporting unit. As a result of recent, adverse changes in market conditions from increased competition having negatively affected the Company’s order and revenue growth, thereby contributing to a sustained decline in the Company’s market capitalization, the Company conducted its impairment test as of September 30, 2019. The impairment test was conducted in accordance with ASC Topic 360, Impairment and Disposal of Long-Lived Assets, for certain long-lived assets, including capitalized contract costs, developed technology, customer relationships, and trade names, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other, for the reporting unit’s goodwill. The Company engaged a third-party to assist management in estimating the fair values of long-lived assets and the reporting unit for purposes of impairment testing under ASC 360 and ASC 350.

ASC 360 requires long-lived assets to be tested for impairment using a three-step impairment test. Step 1 of the test is giving consideration to whether indicators of impairment of long-lived assets are present. Given the sustained decline in the Company’s market capitalization, indications were that an impairment may exist and the Company proceeded to Step 2 to determine whether an impairment loss should be recognized. As a part of Step 2, the Company performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived assets in question to their carrying amounts. Given that the undiscounted cash flows for the long-lived assets were below the carrying amounts, the Company proceeded to perform Step 3 of the test by measuring the amount of impairment to the long-lived assets. An impairment loss is measured by the excess of the carrying amount of the long-lived asset over its implied fair value. As a result of this analysis, the Company recognized non-cash pre-tax impairment losses for the long-lived assets of $71,982, described in more detail below.

ASC 350 requires goodwill and other indefinite lived assets to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting unit with its carrying amount. The fair value of the reporting unit was estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the ASC 350 analysis included forecasts (e.g., revenue, operating costs, capital expenditures, etc.), discount rate, long-term growth rate, tax rates, etc. for the reporting unit under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach.

As a result of the ASC 360 and ASC 350 analyses, the Company recognized a total non-cash pre-tax impairment loss of $191,194 during the year ended December 31, 2019 to write down the carrying values of goodwill and intangible assets, including capitalized contract costs, customer relationships and developed technology, to their implied fair values. See below for additional details related to the methodology taken to estimate the fair value for the long-lived assets for purposes of the ASC 360 impairment testing.

The developed technology asset was valued using the replacement cost methodology which considers the direct replacement and opportunity costs associated with the underlying technology. The developed technology analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in pricing the asset at fair value. These inputs required significant judgments and estimates at the time of the valuation.

The customer relationships were valued using the Income Approach, specifically, the multi-period excess earnings method, which measures the after-tax cash flows attributable to the existing customer relationships after deducting the operating costs and contributory asset charges associated with supporting the existing customer relationships. The customer relationships analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing a fair value estimate. These inputs required significant judgments and estimates at the time of the valuation.

The trade names were valued using the Income Approach, specifically, the relief from royalty rate method, which measures the cash flow streams attributable to the trade names in the form of royalty payments that would be paid to the owner of the trade names in return for the rights to use the trade names. The trade names analysis represents a Level 3 measurement as it was based on unobservable inputs reflecting the Company’s assumptions used in developing a fair value estimate. These inputs required significant judgments and estimates at the time of the valuation.

The total non-cash impairment loss of $191,194 resulting from the ASC 360 and ASC 350 analyses included goodwill and intangible asset impairment losses of $119,212 and $71,982, respectively, which are included in the consolidated statement of operations under the captions “goodwill impairment” and “intangible and other asset impairments,” respectively, during the year ended December 31, 2019. The intangible asset impairment loss of $71,982 included $57,295 for the impairment of customer relationships and $10,872 for the impairment of developed technology. Additionally, $3,815 of capitalized contracts costs, related to future revenue generation that was effectively subsumed in the customer relationship value, were impaired.

Determining the fair value of a reporting unit and intangible assets requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. There can be no assurance that additional goodwill or intangible assets will not be impaired in future periods.

In July 2019, the Company ceased the operations of a grocery delivery service related to the GoGoGrocer asset acquisition and concluded that the carrying value of the acquired customer relationship asset was non-recoverable, resulting in an impairment loss of $83. The loss is included in intangible and other asset impairments in the consolidated statement of operations in the year ended December 31, 2019. Additionally, intangible and other asset impairments during the year ended December 31, 2019 include impairment losses of $334 for the portion of previously capitalized software that was replaced due to the release of new software developed during 2019.