Definitive Healthcare Corp. Goodwill & Intangibles Disclosure
The carrying amounts of goodwill and intangible assets consisted of the following as of:
|
|
December 31, 2025 |
|
|||||||||
(in thousands) |
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
410,390 |
|
|
$ |
(227,007 |
) |
|
$ |
183,383 |
|
Developed technologies |
|
|
85,328 |
|
|
|
(56,569 |
) |
|
|
28,759 |
|
Tradenames |
|
|
36,171 |
|
|
|
(13,902 |
) |
|
|
22,269 |
|
Database |
|
|
69,846 |
|
|
|
(56,780 |
) |
|
|
13,066 |
|
Total finite-lived intangible assets |
|
|
601,735 |
|
|
|
(354,258 |
) |
|
|
247,477 |
|
Goodwill |
|
|
197,219 |
|
|
|
— |
|
|
|
197,219 |
|
Total goodwill and intangible assets |
|
$ |
798,954 |
|
|
$ |
(354,258 |
) |
|
$ |
444,696 |
|
|
|
December 31, 2024 |
|
|||||||||
(in thousands) |
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
410,390 |
|
|
$ |
(196,694 |
) |
|
$ |
213,696 |
|
Developed technologies |
|
|
85,074 |
|
|
|
(43,526 |
) |
|
|
41,548 |
|
Tradenames |
|
|
36,078 |
|
|
|
(11,608 |
) |
|
|
24,470 |
|
Database |
|
|
67,456 |
|
|
|
(49,237 |
) |
|
|
18,219 |
|
Total finite-lived intangible assets |
|
|
598,998 |
|
|
|
(301,065 |
) |
|
|
297,933 |
|
Goodwill |
|
|
393,283 |
|
|
|
— |
|
|
|
393,283 |
|
Total goodwill and Intangible assets |
|
$ |
992,281 |
|
|
$ |
(301,065 |
) |
|
$ |
691,216 |
|
Amortization expense associated with finite-lived intangible assets was $52.8 million, $49.4 million, and $49.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, of which $20.3 million, $14.0 million, and $12.7 million was included in cost of revenue for each respective period.
Estimated total intangible amortization expense during the next five years and thereafter is as follows:
(in thousands) |
|
|
|
|
2026 |
|
$ |
47,290 |
|
2027 |
|
|
40,642 |
|
2028 |
|
|
31,561 |
|
2029 |
|
|
26,355 |
|
2030 |
|
|
21,782 |
|
Thereafter |
|
|
79,847 |
|
Total |
|
$ |
247,477 |
|
Goodwill Impairment
Goodwill and acquired intangible assets are initially recorded at fair value and tested periodically for impairment. The Company estimates the fair value of these assets using primarily unobservable inputs, which are considered Level 3 fair value measurements as defined in Note 13. Fair Value Measurements. The Company performs an impairment test of goodwill during the fourth quarter of each fiscal year and more frequently if indicators of potential impairment arise.
Over the past three years, the Company experienced declines in its market capitalization as a result of sustained decreases in the Company’s stock price, which represented triggering events requiring management to perform quantitative goodwill impairment tests. As a result of each impairment test, the Company determined that the fair value of its single reporting unit was lower than its carrying value and, accordingly, recorded non-cash, pretax, goodwill impairment charges of $196.1 million, $688.9 million, and $287.4 million during the years ended December 31, 2025, 2024, and 2023, respectively. The goodwill impairment charges did not affect the Company’s liquidity or the financial covenants in its outstanding debt agreement.
In calculating the goodwill impairment charges, the Company estimated the fair value of its single reporting unit based on its market capitalization and an appropriate control premium. Market capitalization is determined by multiplying the number of shares of Class A common stock outstanding by the market price of its Class A common stock. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss is recognized for the difference between the carrying value of the reporting unit and the fair value.
The Company will continue to monitor for potential impairment should impairment indicators arise.
As of and for the periods ended December 31, 2025 and 2024, goodwill consisted of the following:
(in thousands) |
|
Year Ended |
|
|
Year Ended |
|
||
Goodwill, gross - beginning of period |
|
$ |
1,369,537 |
|
|
$ |
1,362,480 |
|
Accumulated impairment losses |
|
|
(976,254 |
) |
|
|
(287,400 |
) |
Goodwill, net - beginning of period |
|
|
393,283 |
|
|
|
1,075,080 |
|
Goodwill acquired during period |
|
|
— |
|
|
|
7,057 |
|
Goodwill impairment loss |
|
|
(196,064 |
) |
|
|
(688,854 |
) |
Goodwill, net - end of period |
|
$ |
197,219 |
|
|
$ |
393,283 |
|
(in thousands) |
|
Year Ended |
|
|
Year Ended |
|
||
Goodwill, gross - end of period |
|
$ |
1,369,537 |
|
|
$ |
1,369,537 |
|
Accumulated impairment losses |
|
|
(1,172,318 |
) |
|
|
(976,254 |
) |
Goodwill, net - end of period |
|
$ |
197,219 |
|
|
$ |
393,283 |
|
The Company also considered its intangible assets with finite useful lives, which are amortized over their estimated useful lives, generally on a straight-line basis or using the economic consumption method if anticipated future revenues can be reasonably estimated. These assets are reviewed for impairment when facts or circumstances indicate that the carrying values may not be recoverable. The Company experienced triggering events over the past three years resulting from declines in the Company’s market capitalization driven by sustained decreases in the Company’s stock price. In each case, the Company’s intangible assets were reviewed for impairment. Based on quantitative and qualitative analyses performed, management concluded the assets were recoverable and no impairment charges were recorded as a result of these triggering events.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 15, 2022 | |
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.