Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2022

Intangible Assets and Goodwill

Intangible Assets and Goodwill

6. Intangible Assets and Goodwill

Intangible Assets

Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment, and consist of the following, as of September 30, 2022:

	Weighted			Accumulated
	Average	Intangible		Amortization		Intangible
	Useful Life	Assets,		And		Assets,
	(in years)	gross		Impairment		Net
Customer relationships	8.0	$	67,789	$	(13,073)	$	54,716
Acquired technology	5.0		37,932		(14,657)		23,275
Trademarks and tradenames	12.0		25,171		(4,652)		20,519
Non-compete agreements	3.0		619		(388)		231
Value of business acquired	1.0		400		(400)		—
Renewal rights	6.0		9,824		(1,797)		8,027
Insurance licenses	Indefinite		4,960		—		4,960
Total intangible assets		$	146,695	$	(34,967)	$	111,728

Intangible assets consist of the following as of December 31, 2021:

	Weighted
	Average	Intangible				Intangible
	Useful Life	Assets,		Accumulated		Assets,
	(in years)	gross		Amortization		Net
Customer relationships	9.0	$	56,810	$	(6,760)	$	50,050
Acquired technology	5.0		48,135		(10,095)		38,040
Trademarks and tradenames	12.0		25,389		(2,587)		22,802
Non-compete agreements	2.0		450		(251)		199
Value of business acquired	1.0		400		(294)		106
Renewal rights	6.0		9,734		(811)		8,923
Trademarks and tradenames	Indefinite		4,750		—		4,750
Insurance licenses	Indefinite		4,960		—		4,960
Total intangible assets		$	150,628	$	(20,798)	$	129,830

The aggregate amortization expense related to intangibles was $7.6 million and $3.0 million for the three months ended September 30, 2022 and 2021, respectively, and $18.5 million and $7.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Impairment of Long-Lived Assets

We test our long-lived asset groups when changes in circumstances indicate their carrying value may not be recoverable. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on a discounted cash flow method. An impairment charge is recognized for the amount by which the carrying value of the asset group excess its estimated fair value.

We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods.

During the three months ended September 30, 2022, management identified various qualitative factors that collectively indicated that the Company had trigger events including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company used a discounted cash flows method to determine that the estimated fair value of certain asset groups was less than their carrying values, which resulted in impairment charges of $17.7 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain businesses within its Vertical Software segment. Impairment charges are included in impairment loss on intangible assets and goodwill in the unaudited condensed consolidated statements of operations and comprehensive loss. There were no impairments during the three and nine months ended September 30, 2021.

Goodwill

The following tables summarize the changes in the carrying amount of goodwill for the three and nine months ended September 30, 2022:

	Goodwill
Balance as of December 31, 2021	$	225,654
Purchase price adjustments		922
Balance as of March 31, 2022		226,576
Acquisitions		47,445
Purchase price adjustments		(190)
Balance as of June 30, 2022		273,831
Impairment loss		(39,430)
Purchase price adjustments		(6,310)
Balance as of September 30, 2022	$	228,091

Impairment of Goodwill

We test goodwill for impairment annually or whenever events or changes in circumstances indicate that an impairment may exist. We assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors that indicate the fair value of a reporting unit may be less than its carrying amount include industry and market considerations such as a deterioration in the economic environment or a decline in market-dependent multiples or metrics, overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings, increased cost factors that have a negative effect on earnings and cash flows, or a sustained decrease in share price. The process for evaluating potential impairment of goodwill is highly subjective and requires significant judgment. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative assessment and the fair value of the reporting unit is estimated by using a combination of market approaches based on peer performance and discounted cash flow methodologies. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of a discounted cash flow methodology and the market valuation approach using publicly traded company multiples in similar businesses. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 17% to 20%.

During the three months ended September 30, 2022, management identified various qualitative factors that collectively, indicated that the Company had triggering events, including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company performed a valuation of both the Vertical Software and Insurance reporting units using a combination of market approaches based on peer performance and discounted cash flow or dividend discount model methodologies. Given the results of the quantitative assessment, the Company determined that the Insurance reporting unit’s goodwill was impaired.

During the three months ended September 30, 2022, the Company recorded impairment charges of $39.4 million, related to its Insurance segment.