Array Technologies, Inc.ARRY
Array Technologies, Inc. Goodwill & Intangibles Disclosure
Goodwill, Long-Lived Assets, and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by operating segment during the year ended December 31, 2025, consisted of the following (in thousands):
Array Legacy Operations(1) | STI Operations(2) | Total | |||||||||||||||
| Balance, December 31, 2023 | $ | 69,727 | $ | 365,864 | $ | 435,591 | |||||||||||
| Foreign currency translation | — | (39,402) | (39,402) | ||||||||||||||
| Impairment charge | — | (236,000) | (236,000) | ||||||||||||||
| Balance, December 31, 2024 | $ | 69,727 | $ | 90,462 | $ | 160,189 | |||||||||||
| Acquisition | 65,446 | — | 65,446 | ||||||||||||||
| Foreign currency translation | — | 12,098 | 12,098 | ||||||||||||||
| Impairment charge | — | (102,560) | (102,560) | ||||||||||||||
| Balance, December 31, 2025 | $ | 135,173 | $ | — | $ | 135,173 | |||||||||||
(1) Goodwill attributable to Array Legacy Operations is net of cumulative impairments of $51.9 million.
(2) Goodwill attributable to STI Operations is net of cumulative impairments of $338.6 million
As discussed in Note 3 - Acquisition, on the Closing Date, the Company acquired APA. A preliminary goodwill balance of $65.4 million was recognized for the excess of the consideration transferred over the net assets acquired. Goodwill resulting from this transaction has been allocated to the Array Legacy Operations reporting unit.
The Company performs its annual goodwill impairment test, utilizing a qualitative or quantitative impairment analysis during the fourth quarter of each year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired.
During the fourth quarter of 2025, the Company updated the long-term projections for its reporting units as part of its annual goodwill impairment testing process. These projections reflect local market conditions, expected market share, strategic changes, and other key assumptions. For STI Operations, the updated projections incorporated the Company’s fourth-quarter 2025 decision to phase out a version of the H250 product that was not compatible with SmarTrack® and to focus instead on the SmarTrack®-compatible version introduced in 2024. The projections also reflected management’s intent to begin selling and distributing the Company’s flagship tracker, DuraTrack®, through STI in the future. These changes, together with local market conditions experienced during the fourth quarter of 2025, significantly reduced projected cash flows and indicated potential impairment related to the Company’s STI Operations reporting unit as of December 31, 2025. Although the Company did not identify indicators of impairment related to the Company’s Array Legacy Operations reporting unit as of December 31, 2025, Management, with the assistance of a third-party valuation specialist, elected to perform quantitative goodwill impairment tests of both the Array Legacy Operations and STI Operations reporting units as of December 31, 2025.
During the third and fourth quarters of 2024, the Company experienced a sustained decline in its stock price, which hit a 52-week low during the third quarter of 2024 and again during the fourth quarter of 2024, resulting in a decrease in market capitalization. In addition, the Company updated its long-term projections for the Company’s reporting units during the third and fourth quarter of 2024, and evaluated the execution risk associated with the Company’s projections and the local market conditions. As a result, the Company identified indicators of impairment related to the Company’s reporting units as of September 30, 2024 and December 31, 2024, respectively. Management, with the assistance of a third-party valuation specialist, performed quantitative goodwill impairment tests of the Array Legacy Operations and STI Operations reporting units as of September 30, 2024 and December 31, 2024.
The fair value of the Array Legacy Operations and STI Operations reporting units were determined using the income approach and then compared to the GPC marketplace EBITDA multiples to corroborate the fair value of the reporting unit. As a result of these tests, the Company recorded impairments to goodwill totaling $102.6 million and $236.0 million during years ended December 31, 2025 and 2024, respectively, related to STI Operations reporting unit. The fair value of the STI Operations reporting unit was estimated to be $123.9 million as of December 31, 2025.
Subsequent to recording the impairments of goodwill, the Company reconciled the overall market capitalization of the Company, within a reasonable range, to the sum of the estimated fair values of both of the Company’s reporting units. The estimated fair value of the Array Legacy Operations reporting unit was significantly higher than the carrying balance of the reporting unit at each testing date.
The significant assumptions used in determining the fair value of the STI Operations reporting unit primarily relate to the revenue growth rate, the forecasted EBITDA margin, and the selected discount rate used in the
discounted cash flow model under the income approach. Under the GPC method, the selection of EBITDA multiple to be used requires significant judgment.
Long-Lived Assets
As discussed above, there were indicators of impairment, which Management considered to be triggering events requiring the long-lived assets associated with the asset groups within the STI Operations reporting unit to be tested for impairment (which includes the amortizable intangible assets) as of the same dates that the goodwill was tested for impairment.
The Company reviewed the carrying value of its intangible assets for each of the asset groups within the STI Operations reporting unit as of December 31, 2025, and concluded that such amounts continued to be recoverable as the sum of the undiscounted cash flows exceeded the carrying balances.
As of December 31, 2024, the sum of the future undiscounted cash flows was less than the carrying balance for one of the asset groups within the STI Operations reporting unit, indicating that the carrying amount of the asset group was not recoverable as of December 31, 2024. As a result, with the assistance of a third-party valuation specialist, management estimated the fair value of the asset group, which was less than the carrying value of the asset group. The fair value of the asset group was determined using the income approach and then compared to GPC marketplace EBITDA multiples to corroborate the fair value of the reporting unit. An impairment loss of $91.9 million was recognized based on the difference between the carrying value of the asset group and its estimated fair value. The Company impaired $83.0 million of customer relationships, $7.3 million of trade names, and $1.6 million of plant and equipment.
The loss was allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets. In determining the fair value of the asset group, the Company performed a DCF analysis using the income approach. The significant assumptions used in determining the fair value of the asset group are similar to the significant assumptions used in determining the fair value the Company’s reporting units.
As of December 31, 2025 and 2024, no additional events or circumstances were noted that would indicate the carrying amount of any of the asset groups within the Array Legacy Operations or STI Operations reporting units may not be recoverable.
Other Intangible Assets
Other intangible assets consisted of the following (in thousands, except for useful lives):
| December 31, | |||||||||||||||||
| Estimated Useful Life (Years) | 2025 | 2024 | |||||||||||||||
| Amortizable: | |||||||||||||||||
| Developed technology | 5-14 | $ | 225,800 | $ | 203,800 | ||||||||||||
| Computer software and other | 3-5 | 29,285 | 15,826 | ||||||||||||||
| Customer relationships | 5-10 | 230,660 | 179,166 | ||||||||||||||
| Backlog | 1 | 22,635 | 16,877 | ||||||||||||||
| Trade name | 10-20 | 27,139 | 15,117 | ||||||||||||||
| Total amortizable intangibles | 535,519 | 430,786 | |||||||||||||||
| Accumulated amortization: | |||||||||||||||||
| Developed technology | 139,669 | 123,462 | |||||||||||||||
| Computer software and other | 16,046 | 14,552 | |||||||||||||||
| Customer relationships | 127,301 | 102,541 | |||||||||||||||
| Backlog | 20,447 | 16,877 | |||||||||||||||
| Trade name | 3,777 | 2,245 | |||||||||||||||
| Total accumulated amortization | 307,240 | 259,677 | |||||||||||||||
| Total amortizable intangibles, net | 228,279 | 171,109 | |||||||||||||||
| Non-amortizable: | |||||||||||||||||
| Trade name | 10,300 | 10,300 | |||||||||||||||
| Total other intangible assets, net | $ | 238,579 | $ | 181,409 | |||||||||||||
Intangible assets acquired as a result of the APA Acquisition during the year ended December 31, 2025, and their respective weighted-average amortization periods are as follows:
| Amount | Weighted-Average Amortization Period (Years) | ||||||||||
| Developed technology | $ | 22,000 | 5.0 | ||||||||
| Computer software and other | 13,000 | 5.0 | |||||||||
| Customer relationships | 39,500 | 7.6 | |||||||||
| Backlog | 3,500 | 1.0 | |||||||||
| Trade name | 10,000 | 10.0 | |||||||||
| $ | 88,000 | ||||||||||
Amortization expense related to intangible assets was $41.2 million, $48.4 million and $52.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, of which $17.5 million, $14.6 million and $14.6 million was included in Amortization of developed technology and backlog, a component of cost of
revenue and $23.7 million, $33.8 million and $37.6 million, respectively, was included in Depreciation and amortization in the consolidated statements of operations.
The following table presents estimated future annual amortization expense (in thousands):
| Amount | |||||
| 2026 | $ | 46,966 | |||
| 2027 | 39,337 | ||||
| 2028 | 39,129 | ||||
| 2029 | 39,129 | ||||
| 2030 | 28,561 | ||||
| Thereafter | 35,157 | ||||
| $ | 228,279 | ||||
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 22, 2023 | |
| 2021 | Apr 6, 2022 | |
| 2020 | Mar 10, 2021 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.