Cryoport, Inc. Goodwill & Intangibles Disclosure
Note 10. Goodwill and Intangible Assets
Goodwill
The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024 (in thousands):
December 31, | ||||||
| 2025 | | 2024 | |||
Balance at beginning of period | ||||||
Goodwill | $ | 124,701 | $ | 125,958 | ||
Accumulated impairment losses | (104,132) | (49,569) | ||||
Subtotal | 20,569 | 76,389 | ||||
Activity during the period | ||||||
Foreign currency adjustment | 1,831 | (1,257) | ||||
Goodwill impairment charge | — | (54,563) | ||||
Balance at end of period | ||||||
Goodwill | 126,532 | 124,701 | ||||
Accumulated impairment losses | (104,132) | (104,132) | ||||
Total | $ | 22,400 | $ | 20,569 | ||
Impairment of Goodwill
2024 Impairment
Due to a sustained decrease in the Company’s share price in the second quarter of 2024, and a reduction in the projected operating performance of the MVE reporting unit, which management deemed to be triggering events related to goodwill and indefinite-lived intangible assets, we performed an interim impairment assessment of goodwill for the MVE and CRYOPDP reporting units as of June 30, 2024, with the assistance of an independent third party valuation specialist, using management’s updated interim financial and operational plans. Based on our analysis, we concluded that there has been no impairment of the goodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value. We further concluded that our MVE reporting unit’s carrying value exceeded its estimated fair value, and as a result, we recorded an impairment charge of $54.6 million related to full impairment of the goodwill related to the MVE reporting unit in the for the year ended December 31, 2024.
Our goodwill impairment test was performed using a combination of both an income and a market approach to determine the fair value of the MVE reporting unit. The income approach utilized the estimated discounted cash flows for MVE while the market approach utilized comparable peer group information. Estimates and assumptions used in the income approach included projected cash flows for MVE and a discount rate determined using a weighted average cost of capital for risk factors specific to MVE and other market and industry data. The discount rate selected was 12.5%. The other key estimates and assumptions used in the discounted cash flow method include, but are not limited to, revenue and EBITDA growth rates, and a terminal growth rate. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.
2023 Impairment
We performed our annual impairment test of goodwill for the CRYOPDP and MVE reporting units as of October 1, 2023, with the assistance of an independent third party valuation specialist, using management’s updated annual financial and operational plans. Based on our analysis, we concluded that there has been no impairment of the goodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value. We concluded that our MVE reporting unit’s carrying value exceeded its estimated fair value, and as a result, we recorded a goodwill impairment charge of $49.6 million related to the MVE reporting unit in the consolidated statement of operations for the year ended December 31, 2023.
Our goodwill impairment test was performed using a combination of both an income and a market approach to determine the fair value of the MVE reporting unit. The income approach utilized the estimated discounted cash flows for MVE while the market approach utilized comparable peer group information. Estimates and assumptions used in the income approach included projected cash flows for MVE and a discount rate determined using a weighted average cost of capital for risk factors specific to MVE and other market and industry data. The discount rate selected was 12.0%. The other key estimates and assumptions used in the discounted cash flow method include, but are not limited to, revenue and EBITDA growth rates, and a terminal growth rate. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.
Intangible Assets
The following table presents our intangible assets as of December 31, 2025 (in thousands):
Weighted | ||||||||||||||
Net | Average | |||||||||||||
Gross | Accumulated | Accumulated | Carrying | Amortization | ||||||||||
| Amount | | Amortization | | Impairment | | Amount | | Period (years) | |||||
Non-compete agreement | $ | 390 | $ | 390 | $ | — | $ | — |
| — | ||||
Technology | 45,363 | 17,407 | — | 27,956 | 7 | |||||||||
Customer relationships | 125,808 | 46,026 | — | 79,782 | 9 | |||||||||
Trade name/trademark | 791 | 256 | (265) | 270 | 8 | |||||||||
Agent network | — | — | — | — | — | |||||||||
Order backlog | 2,600 | 2,600 | — | — | — | |||||||||
Land use rights | 2,226 | 310 | — | 1,916 | 32 | |||||||||
Patents and trademarks | 37,359 | 221 | (8,980) | 28,158 | — | |||||||||
Total | $ | 214,537 | $ | 67,210 | $ | (9,245) | $ | 138,082 | ||||||
The following table presents our intangible assets as of December 31, 2024 (in thousands):
Weighted | ||||||||||||||
Net | Average | |||||||||||||
Gross | Accumulated | Accumulated | Carrying | Amortization | ||||||||||
| Amount | | Amortization | | Impairment | | Amount | | Period (years) | |||||
Non-compete agreement | $ | 390 | $ | 390 | $ | — | $ | — |
| — | ||||
Technology | 43,796 | 13,248 | — | 30,548 | 8 | |||||||||
Customer relationships | 125,434 | 37,172 | — | 88,262 | 10 | |||||||||
Trade name/trademark | 791 | 224 | (265) | 302 | 9 | |||||||||
Order backlog | 2,600 | 2,600 | — | — | — | |||||||||
Land use rights | 2,131 | 240 | — | 1,891 | 33 | |||||||||
Patents and trademarks | 36,125 | 221 | (8,980) | 26,924 |
| — | ||||||||
Total | $ | 211,267 | $ | 54,095 | $ | (9,245) | $ | 147,927 | ||||||
Amortization expense for intangible assets for the years ended December 31, 2025, 2024 and 2023 was $12.7 million, $12.5 million, and $12.2 million, respectively.
Expected future amortization of intangible assets as of December 31, 2025 is as follows (in thousands):
Years Ending December 31, | | Amount | |
2026 | $ | 12,540 | |
2027 |
| 12,530 | |
2028 |
| 12,530 | |
2029 |
| 12,417 | |
2030 |
| 12,337 | |
Thereafter |
| 44,497 | |
$ | 106,851 | ||
Impairment of Trademarks and Trade Names
As part of our interim impairment assessment as of June 30, 2024 described further above, we recorded a $9.0 million related to trademarks for our MVE reporting unit, and a $0.3 million impairment charge related to the write-off of Cell&Co’s trade name that is no longer in use as a result of the Company’s global rebranding initiative.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 7, 2025 | |
| 2023 | Mar 13, 2024 | |
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.