XML 33 R13.htm IDEA: XBRL DOCUMENT v3.22.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment annually and between annual tests if impairment indicators are present. Such indicators may include, but are not limited to, significant changes in economic and competitive conditions, the impact of the economic environment on the Company’s customer base or its businesses, or a material negative change in its relationships with significant customers.

The Company’s annual goodwill impairment assessment as of October 1 for all of its reporting units found no impairment in 2022, 2021 or 2020. During 2022, management performed a qualitative assessment for all of its reporting units, with the exception of the Trilogy, Elkhart and Ameri-Kart reporting units for which a quantitative assessment was performed. Effective October 1, 2022, the Trilogy, Elkhart and Ameri-Kart reporting units were combined to form a single reporting unit, following certain structural and organizational changes at the Company, including further integration of the Trilogy and Elkhart businesses which were acquired on July 30, 2021 and November 10, 2020, respectively. The goodwill of the three individual pre-integration reporting units was aggregated to the respective combined reporting unit and management performed a quantitative impairment assessment for the respective reporting units on a before and after basis. The results of the quantitative impairment assessments indicated that the fair value of the Company's reporting units for the before and after basis all had cushion above the carrying value on the assessment date, as of October 1, 2022.

The Company performed a quantitative impairment assessment at October 1, 2021 and a qualitative analysis as of October 1, 2020 for which the results of each of those assessments also indicated that the fair value of the Company's reporting units exceeded carrying value for all reporting units as of October 1, 2021 and 2020, respectively.

The quantitative fair values of the Company's six reporting units in accordance with the goodwill impairment test were determined using the income and/or market approaches. The income approach employs the discounted cash flow method reflecting projected cash flows expected to be generated by market participants and then adjusted for time value of money factors, and requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA), and discount rates. The market approach utilizes an analysis of comparable publicly traded companies and requires management to make significant estimates and assumptions related to the forecasts of future revenues, EBITDA, and multiples that are applied to management’s forecasted revenues and EBITDA estimates.

The techniques used in the Company's impairment test have incorporated a number of assumptions that the Company believes to be reasonable and to reflect known market conditions at the measurement date. The variables and assumptions used, all of which are Level 3 fair value inputs, include the projections of future revenues and expenses, working capital, terminal values, discount rates and long term growth rates. The estimate of the fair values of these reporting units, and the related goodwill, could change over time based on a variety of factors, including the aggregate market value of the Company’s common stock, actual operating performance of the underlying businesses or the impact of future events on the cost of capital and the related discount rates used.

The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows:

 

 

 

Distribution

 

 

Material
Handling

 

 

Total

 

January 1, 2021

 

$

7,648

 

 

$

71,608

 

 

$

79,256

 

Acquisition

 

 

 

 

 

10,003

 

 

 

10,003

 

Purchase accounting adjustment

 

 

 

 

 

(520

)

 

 

(520

)

Foreign currency translation

 

 

 

 

 

39

 

 

 

39

 

December 31, 2021

 

$

7,648

 

 

$

81,130

 

 

$

88,778

 

Acquisition

 

 

7,485

 

 

 

 

 

 

7,485

 

Purchase accounting adjustment

 

 

(403

)

 

 

 

 

 

(403

)

Foreign currency translation

 

 

 

 

 

(703

)

 

 

(703

)

December 31, 2022

 

$

14,730

 

 

$

80,427

 

 

$

95,157

 

 

Intangible assets were established in connection with acquisitions. These intangible assets, other than goodwill and certain indefinite lived trade names, are amortized over their estimated useful lives. The Company performed a quantitative annual impairment assessment for the indefinite lived trade names as of October 1, 2022, 2021 and 2020. In performing these assessments, the Company determined the estimated fair value of the trade name exceeded the carrying value and accordingly, no impairment was indicated. An impairment charge would be recorded if the carrying value of the trade name exceeds the estimated fair value at the date of assessment. Refer to Note 3 for the intangible assets acquired through the Mohawk and Trilogy acquisitions during 2022 and 2021, respectively.

Intangible assets at December 31, 2022 and 2021 consisted of the following:

 

 

 

 

 

 

2022

 

 

2021

 

 

 

Weighted Average
Remaining Useful
Life (years)

 

 

Gross

 

 

Accumulated
Amortization

 

 

Net

 

 

Gross

 

 

Accumulated
Amortization

 

 

Net

 

Trade names - indefinite lived

 

 

 

 

$

9,782

 

 

$

 

 

$

9,782

 

 

$

9,782

 

 

$

 

 

$

9,782

 

Trade names

 

 

7.0

 

 

 

10,267

 

 

 

(2,142

)

 

 

8,125

 

 

 

8,267

 

 

 

(1,035

)

 

 

7,232

 

Customer relationships

 

 

13.0

 

 

 

75,110

 

 

 

(45,621

)

 

 

29,489

 

 

 

70,794

 

 

 

(44,221

)

 

 

26,573

 

Technology

 

 

1.6

 

 

 

24,980

 

 

 

(21,441

)

 

 

3,539

 

 

 

24,980

 

 

 

(19,169

)

 

 

5,811

 

Non-competition agreements

 

 

2.7

 

 

 

1,510

 

 

 

(693

)

 

 

817

 

 

 

1,200

 

 

 

(417

)

 

 

783

 

Patents

 

 

 

 

 

11,730

 

 

 

(11,730

)

 

 

 

 

 

11,730

 

 

 

(11,730

)

 

 

 

 

 

 

 

 

$

133,379

 

 

$

(81,627

)

 

$

51,752

 

 

$

126,753

 

 

$

(76,572

)

 

$

50,181

 

 

Intangible amortization expense was $6.2 million, $5.2 million and $6.3 million in 2022, 2021 and 2020, respectively. Estimated annual amortization expense for intangible assets with finite lives for the next five years is: $6.6 million in 2023; $5.4 million in 2024; $3.9 million in 2025; $3.2 million in 2026 and $2.9 million in 2027.