Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill

Prior to the STI Acquisition, goodwill, related to Former Parent’s acquisition of the Company, was recorded as $121.6 million and was subsequently impaired. Total accumulated impairment as of June 30, 2022 was $51.9 million.

With the STI Acquisition in January 2022, the Company recorded an additional $335.4 million of goodwill as a result of the STI acquisition and the Company’s reporting units became Array Legacy Operations and the newly acquired STI Operations, which had goodwill of $69.7 million and $309.0 million, respectively, at June 30, 2022 and $69.7 million and zero, respectively, at December 31, 2021. Goodwill is not deductible for tax purposes.

Changes in the carrying amount of goodwill by operating segment during the six months ended June 30, 2022 are shown below (in thousands):

	Array Legacy Operations Segment		STI Operations Segment		Total
Beginning Balance	$	69,727	$	—	$	69,727
Acquisition of STI	—		335,359		$	335,359
Foreign currency impact	—		(26,380)		$	(26,380)
Ending Balance	$	69,727	$	308,979	$	378,706

Each quarter the Company evaluates if facts and circumstances indicate that it is more-likely-than-not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test. During the quarter ended March 31, 2022, the Company determined it was necessary to perform an interim goodwill impairment test for the Array Legacy Operations reporting unit. The Company performed a quantitative goodwill impairment test and determined the estimated fair value of the reporting unit exceeded the carrying value assigned to that reporting unit; as a result, goodwill was not impaired.

Other Intangible Assets

Other intangible assets consisted of the following (in thousands, except useful lives):

	Estimated Useful Lives (Years)	June 30, 2022		December 31, 2021
Amortizable:
Costs:
Developed technology	14	$	203,800	$	203,800
Customer relationships	10	309,601		89,500
Backlog	1	47,165		—
Trade name	20	26,203		—
Total amortizable intangibles		586,769		293,300
Accumulated amortization:
Developed technology		87,069		79,790
Customer relationships		64,310		49,057
Backlog		23,099		—
Trade name		729		—
Total accumulated amortization		175,207		128,847
Total amortizable intangibles, net		411,562		164,453
Non-amortizable costs:
Trade name		10,300		10,300
Total other intangible assets, net		$	421,862	$	174,753

Amortization expense related to intangible assets amounted to $24.1 million and $5.9 million for the three months ended June 30, 2022 and 2021, respectively, and $46.7 million and $11.8 million for the six months ended June 30, 2022 and 2021, respectively.

Estimated future annual amortization expense for the above amortizable intangible assets for the remaining periods through June 30, as follows (in thousands):

	Amount
2022	$	47,086
2023	48,402
2024	47,007
2025	47,007
2026	42,700
Thereafter	179,360
	$	411,562

Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

During the quarter ended March 31, 2022, the Company determined it was necessary to review long-lived assets, including intangible assets related to the Array Legacy Operations reporting unit, for impairment. The Company determined the undiscounted cash flows expected to result from the use of the asset group and its eventual disposition were greater than the carrying amount and therefore concluded there was no impairment.