Digital Brands Group, Inc. Goodwill & Intangibles Disclosure
NOTE 7: GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company recorded goodwill from each of its business combinations. As part of its 2025 annual impairment testing, the Company recorded goodwill impairment charges of $3,185,056 ($1,081,000 for the Bailey reporting unit and $2,104,056 for the Stateside reporting unit). goodwill impairment was recorded in 2024. The following is a summary of goodwill activity by entity for the years ended December 31, 2025 and 2024:
| December 31, 2024 | Additions | Impairment | December 31, 2025 | |||||||||||||
| Bailey | $ | 3,158,123 | $ | $ | (1,081,000 | ) | $ | 2,077,123 | ||||||||
| Stateside | 2,104,056 | (2,104,056 | ) | |||||||||||||
| Sundry | 3,711,322 | 3,711,322 | ||||||||||||||
| $ | 8,973,501 | $ | $ | (3,185,056 | ) | $ | 5,788,445 | |||||||||
Intangible Assets
For the year ended December 31, 2025, the Company recorded intangible asset impairment charges of $2,488,948, comprising: (i) $1,260,500 related to the Stateside brand name (indefinite-lived), reflecting the Company’s assessment that the carrying value exceeded the estimated fair value based on the reporting unit’s performance; and (ii) $1,228,448 related to the OpenDaily technology asset and associated intangible assets acquired in April 2025 pursuant to the asset acquisition of Open Daily Technologies, Inc., which were fully impaired based on a reassessment of recoverability. No intangible asset impairment was recorded in 2024, other than $1,388,000 related to HJ customer relationships. Total impairment charges (goodwill and intangible assets) for the year ended December 31, 2025 were $5,674,004.
The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2025 and 2024:
| Gross | Accumulated | Carrying | ||||||||||||||
| December 31, 2025 | Amount | Impairment | Amortization | Value | ||||||||||||
| Amortized: | ||||||||||||||||
| Customer relationships | $ | 8,634,560 | $ | $ | (8,634,560 | ) | $ | |||||||||
| Technology asset | 2,948,275 | (1,228,448 | ) | (418,336 | ) | 1,301,491 | ||||||||||
| $ | 11,582,835 | $ | (1,228,448 | ) | $ | (9,052,896 | ) | $ | 1,301,491 | |||||||
| Indefinite-lived: | ||||||||||||||||
| Brand name | 4,453,880 | (1,260,500 | ) | 3,193,380 | ||||||||||||
| Total | $ | 16,036,715 | $ | (2,488,948 | ) | $ | (9,052,896 | ) | $ | 4,494,871 | ||||||
| Gross | Accumulated | Carrying | ||||||||||||||
| December 31, 2024 | Amount | Impairment | Amortization | Value | ||||||||||||
| Amortized: | ||||||||||||||||
| Customer relationships | 10,022,560 | (1,388,000 | ) | (6,968,401 | ) | 1,666,159 | ||||||||||
| $ | 10,022,560 | $ | (1,388,000 | ) | $ | (6,968,401 | ) | $ | 1,666,159 | |||||||
| Indefinite-lived: | ||||||||||||||||
| Brand name | 4,453,880 | 4,453,880 | ||||||||||||||
| Total | $ | 14,476,440 | $ | (1,388,000 | ) | $ | (6,968,401 | ) | $ | 6,120,039 | ||||||
Refer to Note 3 for discussion on the intangible asset impairment recorded in 2025.
The Company recorded amortization expense of $2,084,496 and $2,474,178 during the years ended December 31, 2025 and 2024, respectively, which is included in general and administrative expenses in the consolidated statements of operations.
The technology asset acquired from Open Daily Technologies Inc. (see Note 3) was placed in service during 2025 and is being amortized on a straight-line basis over its estimated useful life. Amortization expense is included in operating expenses.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 15, 2026 | Showing above |
| 2024 | Apr 9, 2025 | |
| 2023 | Apr 15, 2024 | |
| 2022 | Apr 17, 2023 | |
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.