Goodwill and Intangibles

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The Company records goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The following table shows the adjustments to goodwill during 2022 and 2021:


	Goodwill
Balance at December 31, 2020	$	232,771




Translation adjustments	(8,194)
Balance at December 31, 2021	$	224,577


Goodwill allocated to the sale of DXP Business	(7,567)

Translation adjustments	(6,121)
Balance at December 31, 2022	$	210,889

When performing its annual impairment test, the Company compares the fair value of each reporting unit to its carrying amount with the fair values derived from the market approach and the income approach. Under the market approach, the Company estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparables are not meaningful or not available, the Company estimates the fair value of a reporting unit using only the income approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows.

In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired.

If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss.

The Company recognized no impairment charges to its goodwill for the years ended December 31, 2022, 2021, and 2020, respectively.

Other Intangible Assets

The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2022, 2021 and 2020 was $28.1 million, $28.3 million and $27.0 million, respectively.

The Company recognized impairment charges to its intangible assets of nil, $1.3 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020 respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations.

The Company’s intangible assets consist of the following:


	December 31, 2022
	Cost		Accumulated Amortization		Net
Technology	$	96,209	$	(95,487)	$	722
Customer lists and relationships	118,022		(102,271)		15,751
Capitalized software and patents	94,227		(63,164)		31,063
Trade name	2,437		(2,437)		—
Total	$	310,895	$	(263,359)	$	47,536


	December 31, 2021
	Cost		Accumulated Amortization		Net
Technology	$	101,938	$	(96,732)	$	5,206
Customer lists and relationships	125,115		(103,385)		21,730
Capitalized software and patents	82,910		(49,511)		33,399
Trade name	2,453		(2,453)		—
Total	$	312,416	$	(252,081)	$	60,335

Estimated future amortization expense of its intangible assets for the next five years is as follows:


Year ending December 31,
2023	$	21,736
2024	11,733
2025	5,532
2026	1,080
2027	102
Thereafter	—
Total 1	$	40,183

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1 As of December 31, 2022, the Company had $7.4 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use.