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GOODWILL | 9 Months Ended
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Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL | GOODWILL Segment Realignment As further described in Note 18, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Service (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance. Reassigned goodwill balances and related activity are shown in the table at the end of this Note. The goodwill impact related to the divestiture of Beall® during the fourth quarter of 2020 was only allocated and related to the TS segment, and the divestiture of Extract® (as discussed below) during the second quarter of 2021 only related to and was only assigned to the P&S segment. The first quarter of 2020 impairment charges for the historical FMP and Tank Trailers reporting units were allocated on a relative fair value basis as the impairment related to both the TS and P&S segments. The historical CTP reporting unit impairment charge in 2016 related to only the P&S segment and was assigned accordingly. The effects of foreign currency were allocated on a relative fair value basis as these effects relate to both segments. As of September 30, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. The Company considered whether there were any indicators of impairment during the three and nine months ended September 30, 2021 and concluded there were none. Extract Technology® Divestiture As further described in Note 17, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. Q1 2020 Impairment The Company did not perform in-line with expectations during the first quarter of 2020, partially as a result of the COVID-19 pandemic. In addition, subsequent to December 31, 2019, the Company’s share price and market capitalization declined. As a result, indicators of impairment were identified and the Company performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis indicated the carrying value of the historical FMP and historical Tank Trailers (which was within the historical DPG segment) reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which were based on Level 3 fair value measurements, are included in Impairment and other, net in the Condensed Consolidated Statements of Operations. The changes in the carrying amounts of goodwill from December 31, 2019 through the nine-month period ended September 30, 2021 were as follows (in thousands), after the reassignment and/or allocation of goodwill and related activity due to the segment realignment discussed above:
| Transportation Solutions |  | Parts & Service |  |  |  | Total
Balance at December 31, 2019 |  |  |  |  |  |  |
Goodwill | $ | 193,488 |  |  | $ | 119,201 |  |  |  |  | $ | 312,689 |
Accumulated impairment losses | — |  |  | (1,663) |  |  |  |  | (1,663) |
Net balance as of December 31, 2019 | 193,488 |  |  | 117,538 |  |  |  |  | 311,026 |
Goodwill impairments | (68,257) |  |  | (38,480) |  |  |  |  | (106,737) |
Impact of divestiture on goodwill | (4,685) |  |  | — |  |  |  |  | (4,685) |
Effects of foreign currency | (28) |  |  | (16) |  |  |  |  | (44) |
Balance at December 31, 2020 |  |  |  |  |  |  |
Goodwill | 188,775 |  |  | 119,185 |  |  |  |  | 307,960 |
Accumulated impairment losses | (68,257) |  |  | (40,143) |  |  |  |  | (108,400) |
Net balance as of December 31, 2020 | 120,518 |  |  | 79,042 |  |  |  |  | 199,560 |
Effects of foreign currency | (5) |  |  | (3) |  |  |  |  | (8) |
Balance at March 31, 2021 |  |  |  |  |  |  |
Goodwill | 188,770 |  |  | 119,182 |  |  |  |  | 307,952 |
Accumulated impairment losses | (68,257) |  |  | (40,143) |  |  |  |  | (108,400) |
Net balance as of March 31, 2021 | 120,513 |  |  | 79,039 |  |  |  |  | 199,552 |
Impact of divestiture on goodwill | — |  |  | (11,101) |  |  |  |  | (11,101) |
Effects of foreign currency | (8) |  |  | (5) |  |  |  |  | (13) |
Balance at June 30, 2021 |  |  |  |  |  |  |
Goodwill | 188,762 |  |  | 108,076 |  |  |  |  | 296,838 |
Accumulated impairment losses | (68,257) |  |  | (40,143) |  |  |  |  | (108,400) |
Net balance as of June 30, 2021 | 120,505 |  |  | 67,933 |  |  |  |  | 188,438 |
Effects of foreign currency | 3 |  |  | 2 |  |  |  |  | 5 |
Balance at September 30, 2021 |  |  |  |  |  |  |
Goodwill | 188,765 |  |  | 108,078 |  |  |  |  | 296,843 |
Accumulated impairment losses | (68,257) |  |  | (40,143) |  |  |  |  | (108,400) |
Net balance as of September 30, 2021 | $ | 120,508 |  |  | $ | 67,935 |  |  |  |  | $ | 188,443 |

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- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
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