American Well Corp Goodwill & Intangibles Disclosure
12. Goodwill and Intangible Assets
2023 Goodwill Impairment
In the third quarter of 2023, the Company experienced triggering events, due to sustained decreases in the Company’s publicly quoted share price and market capitalization, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles. As such, the Company assessed the definite-lived intangible assets or other long-lived assets for impairment by performing an undiscounted cash flow analysis to establish fair value. The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company’s expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets, as they passed the recoverability test. No triggering events were identified in the fourth quarter of 2023.
The Company also identified indicators of goodwill impairment for the single reporting unit which required an interim goodwill impairment assessment in each of the three quarters. In performing the quantitative assessment of goodwill, our reporting unit’s carrying amount exceeded its fair value. The Company estimated the reporting unit’s fair value based on the market capitalization and a related control premium of 30% (amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company). The Company evaluates the implied control premium or discount by comparing it to control premiums or discounts of recent comparable market transactions, as applicable. As a result of the interim quantitative impairment assessments, the Company recorded $436,479 non-deductible, of non-cash goodwill impairment charges for the year ended December 31, 2023. The goodwill balance as of December 31, 2023 is zero.
Identified intangible assets consisted of the following as of:
|
|
Gross |
|
|
Accumulated |
|
|
Carrying |
|
|
Weighted |
|
||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer relationships |
|
$ |
67,205 |
|
|
$ |
(37,535 |
) |
|
|
29,670 |
|
|
|
5.1 |
|
Trade name |
|
|
10,745 |
|
|
|
(6,667 |
) |
|
|
4,078 |
|
|
|
2.6 |
|
Technology |
|
|
92,284 |
|
|
|
(75,987 |
) |
|
|
16,297 |
|
|
|
1.6 |
|
Internally developed software |
|
|
40,314 |
|
|
|
(24,286 |
) |
|
|
16,028 |
|
|
|
3.9 |
|
|
|
$ |
210,548 |
|
|
$ |
(144,475 |
) |
|
$ |
66,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Gross |
|
|
Accumulated |
|
|
Carrying |
|
|
Weighted |
|
||||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer relationships |
|
$ |
80,437 |
|
|
$ |
(41,199 |
) |
|
|
39,238 |
|
|
|
5.7 |
|
Contractor relationships |
|
|
535 |
|
|
|
(370 |
) |
|
|
165 |
|
|
|
4.0 |
|
Trade name |
|
|
13,731 |
|
|
|
(7,404 |
) |
|
|
6,327 |
|
|
|
3.2 |
|
Technology |
|
|
88,350 |
|
|
|
(58,606 |
) |
|
|
29,744 |
|
|
|
2.4 |
|
Internally developed software |
|
|
40,314 |
|
|
|
(14,250 |
) |
|
|
26,064 |
|
|
|
3.7 |
|
|
|
$ |
223,367 |
|
|
$ |
(121,829 |
) |
|
$ |
101,538 |
|
|
|
|
|
The Company capitalized no costs during the year ended December 31, 2025 and $15,103 of costs during the year ended December 31, 2024, related to internally developed software to be sold as a service incurred during the application development stage and is amortizing these costs over the expected lives of the related technology. Amortization expense related to intangible assets for the years ended December 31, 2025, 2024 and 2023 was $33,773, $32,660 and $30,861, respectively.
Estimated future amortization expense of the identified intangible assets as of December 31, 2025, is as follows:
2026 |
$ |
23,486 |
|
2027 |
$ |
14,713 |
|
2028 |
$ |
12,192 |
|
2029 |
$ |
7,484 |
|
2030 |
$ |
5,444 |
|
Thereafter |
$ |
2,754 |
|
|
|
66,073 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 12, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 26, 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.