Goodwill

9 Months Ended

Sep. 28, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

7. Goodwill

The changes in the carrying amount of goodwill through third quarter-end 2025 are included in the table below (in millions):



	SET		Education		ETM		Total
Balance as of year-end 2023	$	111.3	$	39.8	$	—	$	151.1
Additions	222.9		3.0		—		225.9
Impairment adjustments	(72.8)		—		—		(72.8)
Balance as of year-end 2024(1)	261.4		42.8		—		304.2
Adjustments	—		(0.1)		—		(0.1)
Reallocation	(22.3)		—		22.3		—
Impairment adjustments	(102.0)		—		—		(102.0)

Balance as of third quarter-end 2025(1)	$	137.1	$	42.7	$	22.3	$	202.1

(1) Balances are net of accumulated impairment losses of $174.8 million and $72.8 million as of third quarter-end of 2025 and year-end 2024, respectively.

During the first quarter of 2025, the Company changed its reportable segments, which included moving MRP's Sevenstep business from the SET reportable segment to the ETM reportable segment as part of the broader integration of MRP (see Segment Disclosures footnote). Concurrent with this change in reportable segments, the Company reallocated $22.3 million of goodwill related to the Sevenstep business formerly in the SET reportable segment to the ETM reportable segment using a relative fair value approach. The Company tested goodwill for impairment before and after the change in reportable segments and determined no adjustments to goodwill were required as a result of the change.

The goodwill of $3.0 million resulting from the acquisition of CTC during the fourth quarter of 2024 was allocated to the Education reportable segment. In the first quarter of 2025, the Company received a post-close net working capital adjustment of $0.1 million related to the acquisition of CTC. The goodwill of $221.5 million resulting from the acquisition of MRP during the second quarter of 2024 was allocated to the SET reportable segment. During the third quarter of 2024, the Company recorded a $1.4 million liability for a net working capital adjustment related to the acquisition of MRP. The adjustment resulted in a $1.4 million addition of goodwill, which was allocated to the SET reportable segment (see Acquisitions and Disposition footnote).

During the third quarter of 2025, the Company assessed the continued integration of the MRP and Softworld reporting units, noting that the discrete financial data regularly reviewed by management had changed. As such, the Company combined the MRP and Softworld reporting units with the other legacy SET operations into one SET reporting unit. During the assessment, but before the combination, we concluded that there was a triggering event due to declines in the business performance and revised projected growth rates as a result of dynamic macroeconomic conditions. Therefore, it was necessary to perform step one quantitative tests for both the MRP and Softworld reporting units that comprised the total goodwill balance in the SET reportable segment. As a result of the MRP and Softworld quantitative assessments, the Company determined that both MRP and Softworld’s estimated fair value of the reporting units no longer exceeded the carrying value. The Company recorded an impairment charge of $63.5 million and $38.5 million for MRP and Softworld, respectively, for a total goodwill impairment charge of $102.0 million, which was included in goodwill impairment charge in the consolidated statements of earnings at third quarter-end 2025. Included in the impairment charges were $8.6 million and $9.8 million of tax benefits for MRP and Softworld, respectively, associated with the impairment.

In performing the step one quantitative tests and consistent with the Company’s prior practice, we determined the fair value of the MRP and Softworld reporting units using the income approach. Under the income approach, estimated fair value is determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit being measured. Estimated future cash flows are based on the Company’s internal projection model and reflects management’s outlook for the reporting unit. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. The analysis used the following significant assumptions: expected future revenue growth rates, profit margins and discount rate.

These changes in circumstances were also indicators that the respective long-lived assets may not be recoverable. MRP and Softworld have definite-lived intangible assets, consisting of trade names, customer relationships and non-compete agreements, which are amortized over their estimated useful lives. The Company performed long-lived asset recoverability tests for MRP and Softworld and determined that undiscounted future cash flows exceeded the carrying amount of the asset groups and were recoverable.

As of the third quarter 2025, following the interim triggering event and post-combination of MRP and Softworld reporting units with the legacy SET operations, the Company performed a step one quantitative test for the combined SET reporting unit and noted no goodwill adjustments were needed as the estimated fair value of the SET reporting unit exceeded the carrying value with a headroom greater than 10%.