Adagio Medical Holdings, Inc. Goodwill & Intangibles Disclosure
Note 7 – Goodwill, net and Intangible Assets, net
The Company’s intangible assets, net as of December 31, 2025 and December 31, 2024 consists of the following (in thousands):
Successor | |||||||||||
December 31, 2025 | |||||||||||
| Useful Life (years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | ||||
IPR&D | Indefinite | $ | 6,969 | $ | — | $ | 6,969 | ||||
Total | $ | 6,969 | $ | — | $ | 6,969 | |||||
Successor | ||||||||||||||
December 31, 2024 | ||||||||||||||
| Useful Life (years) | | Gross Carrying Amount | | Accumulated Amortization | | Impairment | Net Carrying Amount | ||||||
IPR&D | Indefinite | $ | 22,100 | $ | — | $ | (15,131) | $ | 6,969 | |||||
Developed technology | 4,100 | (353) |
| (3,747) | — | |||||||||
Total | $ | 26,200 | $ | (353) | $ | (18,878) | $ | 6,969 | ||||||
There was no amortization of intangible assets for the year ended December 31, 2025 (Successor).
For the period from January 1, 2024 to July 30, 2024 (Predecessor), the Company performed a qualitative assessment of its indefinite-lived intangible assets for impairment and determined that no indicators of impairment were present. Based on this assessment, the Company concluded that it was not more likely than not that the fair value of the indefinite-lived intangible assets was less than their carrying amounts. Accordingly, no quantitative impairment testing was required. No impairment charges related to indefinite-lived intangible assets were recorded during the period from January 1, 2024 to July 30, 2024 (Predecessor).
During the fourth quarter of 2024, the Company performed an impairment assessment on its indefinite lived intangible assets, and determined that as of December 31, 2024, the fair value of its intangible assets was less than the carrying amount. As a result, the Company recorded an $18.9 million impairment charge during the period from July 31, 2024, to December 31, 2024 (Successor). The impairment was driven by a sustained decline in the Company’s share price and market capitalization.
During the year ended December 31, 2025 (Successor), the Company performed a qualitative assessment of its indefinite-lived intangible assets for impairment and determined that no indicators of impairment were present. Based on this assessment, the Company concluded that it was not more likely than not that the fair value of the indefinite-lived intangible assets was less than their carrying amounts. Accordingly, no quantitative impairment testing was required. No impairment charges related to indefinite-lived intangible assets were recorded during the year ended December 31, 2025 (Successor).
The following table presents the changes in goodwill (in thousands):
Successor | ||||||||
December 31, 2025 | ||||||||
Carrying Amount | | Impairment | Net Carrying Amount | |||||
Goodwill | $ | 13,967 | $ | — | $ | 13,967 | ||
Successor | ||||||||
December 31, 2024 | ||||||||
Carrying Amount | | Impairment | Net Carrying Amount | |||||
Goodwill | $ | 44,291 | $ | (30,324) | $ | 13,967 | ||
For the period from January 1, 2024 to July 30, 2024 (Predecessor), the Company performed a qualitative assessment of goodwill for impairment and determined that no indicators of impairment were present. Based on this assessment, the Company concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Accordingly, no quantitative impairment testing was required. No impairment charges related to goodwill were recorded during the period from January 1, 2024 to July 30, 2024 (Predecessor).
During the fourth quarter of 2024, the Company conducted its annual assessment of goodwill. During its assessment, the Company determined that as of December 31, 2024, its fair value was less than the carrying amount. As a result, the Company recorded a $30.3 million goodwill impairment charge during the period from July 31, 2024, to December 31, 2024 (Successor). The impairment was driven by a sustained decline in the Company’s share price and market capitalization.
During the year ended December 31, 2025, the Company performed a qualitative assessment of goodwill for impairment and determined that no indicators of impairment were present. Based on this assessment, the Company concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Accordingly, no quantitative impairment testing was required. No impairment charges related to goodwill were recorded during the year ended December 31, 2025 (Successor).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
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.