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Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill

Changes in the carrying value of Goodwill, by reporting segment, were as follows (in thousands):

Brand DirectMarketplaceTechnology SolutionsTotal
Balance, January 1, 2022$18,376 $54,554 $3,628 $76,558 
Additions (Note 7)— — 735 735 
Miscellaneous changes(55)— — (55)
Balance, December 31, 202218,321 54,554 4,363 77,238 
Additions (Note 7)2,308 2,693 — 5,001 
Impairment of goodwill(15,595)(33,795)— (49,390)
Balance, December 31, 2023$5,034 $23,452 $4,363 $32,849 

The carrying amount of Goodwill for the Marketplace segment had accumulated impairment of $33.8 million as of December 31, 2023 and no impairment as of December 31, 2022. The carrying amount of Goodwill for the Brand Direct segment had accumulated impairment of $15.6 million and no impairment as of December 31, 2022.

Intangible assets, net

Finite-lived Intangible assets, net consisted of the following (in thousands, except amortization periods):

December 31, 2023
Amortization
Period (Years)		GrossImpairmentAccumulated
Amortization		Net
Technology
4 to 7
$59,095 $(7,210)$(43,752)$8,133 
Customer relationships
4 to 15
71,323 (27,125)(26,510)17,688 
Brand
1 to 7
14,880 (3,979)(7,283)3,618 
Non-competition agreements
1 to 3
1,898 — (1,896)2 
Total$147,196 $(38,314)$(79,441)$29,441 

December 31, 2022
Amortization
Period (Years)		GrossImpairmentAccumulated
Amortization		Net
Technology
4 to 7
$54,316 $(5,933)$(39,411)$8,972 
Customer relationships
4 to 15
49,423 (12,387)(21,205)15,831 
Brand
1 to 7
12,169 (3,250)(6,233)2,686 
Non-competition agreements
1 to 3
1,898 — (1,868)30 
Total$117,806 $(21,570)$(68,717)$27,519 

Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in thousands):

20242025202620272028Thereafter
Amortization expense$5,474 $4,040 $3,642 $3,027 $2,535 $10,723 

Amortization expense for finite-lived intangible assets is recorded on an accelerated straight-line basis. Amortization expense related to finite-lived intangible assets was $10.7 million and $19.7 million for the years ended December 31, 2023 and 2022, respectively.
Impairment analysis

Interim Testing
The Company considered if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In the second quarter of 2023, the Company determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment for the Marketplace reporting unit under ASC 350-20, Goodwill, and ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during 2023. The Company determined the fair value of goodwill at the reporting unit level utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company, the prevailing values in the Company’s industry, including the extent of the economic downturn related to the recent inflation and its economic contraction and its expected timing of recovery. The result of our analysis indicated that there was goodwill impairment of $33.8 million for the related to the Marketplace reporting unit, which was recorded as Impairment of goodwill in the consolidated statements of operations for the quarter ended June 30, 2023.

Further, the Company performed quarterly recoverability tests for certain asset groups to determine whether an impairment loss should be measured on intangible assets. The undiscounted cash flows in the recoverability tests were compared to each identified asset group’s carrying value. During the second quarter of 2023, the Company identified three asset groups with carrying value in excess of the current projected undiscounted cash flows for those asset groups, and therefore calculated the fair value of the finite-lived intangible assets. Intangible assets include technology, brand, and customer relationships. The fair value of technology was determined using the Relief from Royalty Approach; fair value of the customer relationships was determined using the Multi Period Excess Earnings Method; and fair value of the brand was determined using the Relief from Royalty Method. As a result of the fair value being lower than the carrying value for certain assets, the Company recorded impairment loss of $7.8 million in the second quarter of 2023, to intangible assets which were in asset groups included in the Marketplace reporting unit, which is included in the consolidated statements of operations as Impairment of intangible assets.

Annual Testing
Annual impairment testing for Goodwill involves determining the fair value, or recoverable amount, of the reporting units to which Goodwill is allocated and comparing this to the carrying value of the reporting units. As part of the Company’s annual goodwill impairment analysis, we determined the fair value of goodwill at the reporting unit level utilizing a combination of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates, as well as a market-based approach employing comparable sales analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company, the prevailing values in the Company’s industry, including the extent of the economic downturn related to the recent inflation and its economic contraction and its expected timing of recovery. For the year ended December 31, 2023, the result of our annual impairment test indicated that there were goodwill impairment indicators for the Brand Direct segment, as the carrying value of that reporting unit exceeded the fair value.

The result of our analysis indicated that there was goodwill impairment of $15.6 million for the year ended December 31, 2023 related to the Brand Direct reporting unit. Combined with the Marketplace-related goodwill impairment booked during the second quarter of $33.8 million as described above, total Impairment of goodwill for the year ended December 31, 2023 was $49.4 million.

The Company further determined that the recent economic downturn and inflation, along with the Company’s revenue reduction and decreased stock market price were indicators of impairment under ASC 360-10, Impairment and Disposal of Long-Lived Assets for certain asset groups during 2023 and 2022. The Company performed a recoverability test for the asset groups to determine whether an impairment loss should be measured. The undiscounted cash flows in the recoverability test compared to the asset group’s carrying value of invested capital was less than the carrying value indicating an impairment for certain asset groups within each reporting unit. As a result, the Company calculated the fair value of those finite-lived intangible assets. Intangible assets primarily include technology, brand, and customer relationships. The Company determined the fair value of each asset group utilizing a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates. The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company, the prevailing values in the Company’s industry, including the extent of the economic downturn related to increased inflation, the economic contraction in our industry and its expected timing of recovery. As a result of the fair value being lower than the carrying value for these asset groups, the Company recorded additional impairment of intangible assets of $1.5 million, $6.9 million and $0.5 million to intangible assets which are in asset groups included in Brand Direct, Marketplace and Technology Solutions reporting units, respectively, for the year ended December 31, 2023. The total impairment loss related to intangible assets of $16.7 million, which includes the interim impairment of asset groups within the Marketplace reporting unit of $7.8 million as described above, is included in the consolidated statements of operations as Impairment of intangible assets for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recorded impairment loss of $0.9 million and $20.7 million to intangible assets which are in asset groups included
in Brand Direct and Marketplace reporting units, respectively. The total impairment loss of $21.6 million is included in the consolidated statements of operations as Impairment of intangible assets for the year ended December 31, 2022.