Celularity Inc Goodwill & Intangibles Disclosure

8. Goodwill and Intangible Assets, Net

 

Goodwill

 

During any period in which the Company identifies an impairment trigger, the Company’s methodology includes internally generated separate cash flow projections for each reporting unit based on the different drivers that affect each reporting unit. The Company compares the fair values of each of its reporting units to their respective carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit. The fair values of each of the Company’s reporting units were derived using the income approach, specifically the discounted cash flow method. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows and the period of time over which those cash flows will be realized, as well as to determine the appropriate discount rate. The discounted cash flow model reflects management’s assumptions regarding revenue growth rates, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Company’s reporting units. As part of the goodwill impairment test, the Company also considers its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Substantial changes in the cash flows assumptions of the different reporting units may lead to a future impairment or may alter the implied distribution of value between the different reporting units. A material decline in the Company’s stock price may affect the imputed discount rate and the distribution of value between the reporting units, which may also lead to a future impairment.

 

The carrying value of goodwill, all of which was assigned to the Company’s BioBanking reporting unit, was $7,347 at both December 31, 2025 and 2024. At December 31, 2025, the Company performed a qualitative assessment to determine whether the existence of events or circumstances would indicate that it was more likely than not that the that the fair value of the reporting unit is less than its carrying amount. Based on the assessment, there was no goodwill impairment recognized during the year ended December 31, 2025. At December 31, 2024, the Company performed a qualitative assessment to determine whether the existence of events or circumstances would indicate that it was more likely than not that the that the fair value of the reporting unit is less than its carrying amount. Based on the assessment, there was no goodwill impairment recognized during the year ended December 31, 2024.

 

Reconciliations of the change in the carrying value of goodwill by segment for the years ended December 31, 2025 and 2024 are as follows:

Schedule of Carrying Value of Goodwill

		Balance at												Balance at
		December 31, 2024				Goodwill Recognized				Goodwill Impairment				December 31, 2025
BioBanking		$	7,347			$	—			$	—			$	7,347
Total		$	7,347			$	—			$	—			$	7,347

 

		Balance at												Balance at
		December 31, 2023				Goodwill Recognized				Goodwill Impairment				December 31, 2024
BioBanking		$	7,347			$	—			$	—			$	7,347
Total		$	7,347			$	—			$	—			$	7,347

 

 

Intangible Assets, Net

 

Intangible assets, net consisted of the following:

 Schedule of Intangible Assets, Net

		December 31,								Estimated Useful
		2025				2024				Lives
Amortizable intangible assets:
Developed technology		$	16,810			$	16,810			11 – 16 years
Customer relationships			2,413				2,413			10 years
Trade names & trademarks			570				570			10 – 13 years
Reacquired rights			4,200				4,200			6 years
			23,993				23,993
Less: accumulated amortization
Developed technology			(10,068	)			(8,895	)
Customer relationships			(2,229	)			(1,965	)
Trade names & trademarks			(440	)			(385	)
Reacquired rights			(4,200	)			(4,200	)
			(16,937	)			(15,445	)
Amortizable intangible assets, net			7,056				8,548
Non-amortized intangible assets
Acquired IPR&D product rights			700				700			indefinite
		$	7,756			$	9,248

 

Amortization expense for intangible assets was $1,492 and $1,753 for the years ended December 31, 2025 and 2024, respectively.

 

No impairment charges were recorded on intangible assets for the years ended December 31, 2025 and 2024.

 

Aggregate amortization expense for each of the five succeeding years and thereafter related to intangible assets held as of December 31, 2025 is estimated as follows:

 Schedule of Aggregate Amortization Expense Related To Intangible Assets

2026		$	1,356
2027			1,258
2028			1,208
2029			1,155
2030			1,155
Thereafter			924
Amortization expense		$	7,056