GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
Changes in the carrying value of goodwill were as follows (in thousands):
| | | | | | | | |
| Balance as of December 31, 2024 | | $ | 74,527 | |
| Measurement period adjustments | | (17,078) | |
| Balance as of December 31, 2025 | | $ | 57,449 | |
On December 23, 2024, we completed the acquisition of all the shares of capital stock of Trina Solar US Holding. The acquisition was accounted for as a business combination, Trina Business Combination, which requires assets and liabilities to be measured at their acquisition date fair values. As of December 31, 2025, we have finished our review of the fair value of assets acquired and liabilities assumed in the Trina Business Combination and finalized our purchase price allocation. During the year ended December 31, 2025, we made measurement period adjustments, up to one year from the acquisition date, to our fair value measurements as we identified new information to consider that existed as of the acquisition date.
We recognized measurement period adjustments for the Trina Business Combination as a decrease to goodwill of $17.1 million resulting from adjustments to advances to suppliers of $11.1 million, accrued liabilities and other of $2.5 million, and deferred tax liabilities of $3.5 million.
Intangible Assets, net
In connection with the Trina Business Combination, we recognized intangible assets related to acquired favorable customer contracts. An estimated useful life of 5 years was determined based on contractual terms of the offtake agreements. Intangible asset amortization for acquired favorable customer contracts is recognized in the consolidated statements of operations and comprehensive loss as a reduction to net sales.
During the year ended December 31, 2025, a dispute arose with respect to one of the Company’s acquired customer contracts that reduced our expected sales volumes as compared to contracted amounts. As a result, we evaluated such acquired customer contract for potential impairment and concluded that the carrying value was not recoverable as of December 31, 2025. Therefore, we wrote off the carrying value of such asset and recognized an asset impairment loss of $53.2 million for the year ended December 31, 2025.
During the year ended December 31, 2025, the Company reclassified certain licenses related to the European businesses that had previously been classified as held for sale as of December 31, 2024 to held and used as these licenses were determined to not be available for immediate sale as of December 31, 2025. Refer to Note 1 - Summary of Significant Accounting Policies for further details.
Intangible assets, net consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Customer contracts | | Licenses | | Total |
| Balance at January 1, 2024 | | $ | — | | | $ | 2,813 | | | $ | 2,813 | |
| Acquired from Trina Business Combination | | 283,000 | | | — | | | 283,000 | |
| Amortization | | (1,119) | | | (150) | | | (1,269) | |
| Intangible asset impairment | | — | | | (1,038) | | | (1,038) | |
| Balance at December 31, 2024 | | $ | 281,881 | | | $ | 1,625 | | | $ | 283,506 | |
| Amortization | | (48,193) | | | — | | | (48,193) | |
| Intangible asset impairment | | (53,207) | | | (1,625) | | | (54,832) | |
| Balance at December 31, 2025 | | $ | 180,481 | | | $ | — | | | $ | 180,481 | |
Future annual amortization expense is estimated to be as follows (in thousands):
| | | | | | | | |
| | |
| 2026 | | $ | 45,400 | |
| 2027 | | 45,400 | |
| 2028 | | 45,400 | |
| 2029 | | 44,281 | |
| 2030 | | — | |
| Thereafter | | — | |
| Total | | $ | 180,481 | |