Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill by reportable segment is as follows (in thousands):


	Renewables and Recovery Logistics		Telecom		Total
Goodwill as of January 1, 2021	$	13,598	$	44,924	$	58,522
Additions from acquisitions (Note 4)	8,082		14,606		22,688
Impairment loss	—		(52,487)		(52,487)
Goodwill as of December 31, 2021 (a)	$	21,680	$	7,043	$	28,723
Impairment loss	(8,082)		(6,078)		(14,160)
Measurement period adjustments, net	—		(70)		(70)
Goodwill as of December 31, 2022 (a)	$	13,598	$	895	$	14,493

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(a)			The Company accumulated impairment charges of $6,078 thousand and $52,487 thousand at December 31, 2022 and 2021 in the Telecom segment. We recognized $8,082 thousand of accumulated impairment charges at December 31, 2022 within the Renewables and Recovery Logistics segment.

Factors considered by management in determining the reporting units for which quantitative assessments were performed included the sustained environment of operational losses, the decrease in market capitalization and the impairment in 2021. We completed quantitative assessments and determined that the carrying value exceeded the fair value of two of our reporting units in 2022 within our Telecom and Renewables and Recovery Logistics segments, and one reporting unit within the Telecom segment during 2021.

The Company identified a material weakness related to its’s process for performing interim impairment trigger analyses. In the third quarter 2022, the Company concluded that there was substantial doubt it would have sufficient funds to meet its obligations within one year from the date the consolidated financial statements were issued, and as a result, disclosed there was substantial doubt about the Company’s ability to continue as a going concern in its third quarter 2022 Form 10-Q. The Company did not consider the implications of the going concern conclusion when assessing whether events or circumstances existed that would suggest it was more likely than not that an impairment exists. In the fourth quarter of 2022, in conjunction with performing its annual goodwill impairment assessment on October 2, 2022, the Company recorded an out-of-period non-cash goodwill impairment charge of $14,160 thousand. Had the Company performed an interim impairment trigger analysis in the third quarter 2022, the goodwill impairment charge would have been recorded in the third quarter financial statements for the period-ended October 1, 2022. The net loss reported in the Company's previously filed unaudited third quarter 2022 Form 10-Q was $6,920 thousand (unaudited) for the three months ended and $73,116 thousand (unaudited) year to date; however, had the goodwill impairment charge been recorded in the third quarter 2022, the net loss would have been $21,080 thousand (unaudited) for the three months ended and $87,276 thousand (unaudited) year to date. The basic net loss per share reported in the previously filed unaudited third quarter 2022 Form 10-Q was $0.13 (unaudited) for the three month ended and $0.81 (unaudited) year to date; however had the goodwill impairment charge been recorded in the third quarter 2022, the basic net loss per share would have been $0.39 (unaudited) for the three months ended and $1.07 (unaudited) year to date.

In 2022, the Company recorded goodwill impairment charges for two reporting units, one within the Telecom segment and one within the Renewable and Recovery Logistics segment. Within the Telecom segment, the Company recorded a goodwill impairment charge of $6,078 thousand associated with its Concurrent business, primarily due to lower forecasted operating margins which adversely impacted operating cash flows. Within the Renewable and Recovery Logistics segment, the Company recorded a goodwill impairment charge of $8,082 thousand associated with its FNS business. The impairment in FNS was primarily due to reduced customer demand which led to lower volumes from a key customer, which adversely impacted the projected operating cash flows.

In the fourth quarter of 2021, the Company recorded a goodwill impairment charge of $52,487 thousand, which was due to a decrease to the future discounted cash flows for one of our reporting units within our Telecom segment, which resulted in a carrying value in excess of its estimated fair value. This decrease was attributable to a significant wind down of a large customer program, delays resulting from spectrum auctions impacting build plans, and, to a lesser degree, impacts of the COVID-19 pandemic.

The goodwill impairment charges did not affect the Company's compliance with its financial covenants and conditions under its ABL Credit Agreement. The estimated fair value of the Company's remaining reporting units exceeded their carrying values.

Intangible Assets

Intangible assets consisted of the following (in thousands):


	December 31, 2022
	Weighted Average Remaining Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	8.8	$	424,260	$	(133,535)	$	290,725
Trademarks and trade names	9.3	59,969		(29,008)		30,961
		$	484,229	$	(162,543)	$	321,686


	December 31, 2021
	Weighted Average Remaining Useful Life	Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships	9.5	$	424,560	$	(98,307)	$	326,253
Trademarks and trade names	9.5	59,969		(22,048)		37,921
		$	484,529	$	(120,355)	$	364,174

Amortization expense of intangible assets was $42,187 thousand and $39,453 thousand for the years ended December 31, 2022 and 2021, respectively.

The following table provides estimated future amortization expense related to the intangible assets (in thousands):


Years ending December 31:
2023	$	40,827
2024	38,778
2025	37,786
2026	37,087
2027	35,522
Thereafter	131,686
	$	321,686