Quarterly report pursuant to Section 13 or 15(d)

Acquisitions, Goodwill and Other Intangible Assets

v3.22.1
Acquisitions, Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
Acquisitions, Goodwill and Other Intangible Assets
5.
Acquisitions, Goodwill and Other Intangible Assets
During the three months ended March 31, 2022, the Company expanded its network of financing professionals and provided further diversification to its financing services.
 
The Company completed an acquisition of a business that was accounted for as a business combination and the results have been included in the condensed consolidated financial statements beginning on the acquisition date. Terms of the acquisition principally included cash paid at closing.
The goodwill recorded as part of the acquisition primarily arose from the acquired assembled workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with the
tax-deductible
amount of goodwill related to the contingent and deferred consideration to be determined once the cash payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is allocated to the Company’s one reporting unit.
Goodwill and intangible assets, net consisted of the following (in thousands):
                                                 
     March 31, 2022      December 31, 2021  
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Book
Value
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Book
Value
 
Goodwill and intangible assets:
                                                   
Goodwill
   $ 38,101      $ —       $ 38,101      $ 34,071      $ —       $ 34,071  
Intangible assets
(1)
     32,444        (11,111     21,333        23,974        (9,940     14,034  
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
   
 
 
 
     $ 70,545      $ (11,111   $ 59,434      $ 58,045      $ (9,940   $ 48,105  
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
   
 
 
 

(1)
Total weighted average amortization period was 5.2 years and 4.4 years as of March 31, 2022 and December 31, 2021, respectively.
Amortization expense for the intangible assets was $1.2 million and $1.1 million for the three months ended March 31, 2022 and 2021, respectively.
The changes in the carrying amount of goodwill consisted of the following (in thousands):
                 
     Three Months Ended
March 31,
 
     2022      2021  
Beginning balance
   $ 34,071      $ 33,375  
Additions from acquisitions
(1)
     4,030        671  
Impairment losses
     —          —    
    
 
 
    
 
 
 
Ending balance
   $ 38,101      $ 34,046  
    
 
 
    
 
 
 

(1)
The 2021 addition represents a measurement period adjustment for an acquisition made in 2020.
Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands):
         
     March 31, 2022  
Remainder of 2022
   $ 3,512  
2023
     4,617  
2024
     4,101  
2025
     3,881  
2026
     2,156  
Thereafter
     3,066  
    
 
 
 
     $ 21,333  
    
 
 
 
The Company evaluates goodwill for impairment annually in the fourth quarter. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing, which indicate that it is more likely than not an impairment loss has occurred. The Company evaluates its intangible assets that have finite useful lives whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable.
 
As of March 31, 2022, the Company considered the impact of the continuing
COVID-19
pandemic and geopolitical unrest and evaluated its goodwill and intangible assets for impairment testing. The Company estimated the recoverability of the intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows that the Company expects the asset to generate. The sum of the undiscounted expected future cash flows was greater than the carrying amount of the intangible assets. The Company concluded that as of March 31, 2022, there was no impairment of its goodwill and intangible assets.