Ginkgo Bioworks Holdings, Inc.DNA

Ginkgo Bioworks Holdings, Inc. Goodwill & Intangibles Disclosure

10-KFiled Feb 26, 20263 min read
Goodwill and Intangible Assets, net
During the year ended December 31, 2024, due to a sustained decrease in the market price of the Company's Class A common stock and market capitalization, the Company identified that an indicator of impairment was present during the second quarter of 2024. As such, the Company completed a quantitative impairment test related to its Cell Engineering reporting unit. To conduct the impairment test of goodwill, the estimated fair value of the reporting unit was compared to its carrying value. The estimated fair value of the reporting unit was determined using a weighted approach that considered a discounted cash flow (“DCF”) model under the income approach and the guideline public company (“GPC”) method under the market approach. Significant inputs used in the DCF model included the projected future operating results of the reporting unit and the applicable discount rate, while inputs used in the GPC method consisted of a revenue multiple. The projected future operating results were based on historical experience and internal annual operating plans reviewed by management, extrapolated over the forecast period. The discount rate was determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit. The revenue multiple was based on the GPC method using comparable publicly traded company multiples of revenue for a group of benchmark companies. The DCF method was
weighted 75% and the GPC 25%. The fair value measurement of the reporting unit is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs. The Company reconciled the resulting fair value of its reporting unit to the market capitalization of the Company to corroborate the fair value estimate used in the impairment test.
The result of the interim impairment test indicated that the estimated fair value of the reporting unit was less than its carrying value. As a result, the Company fully impaired goodwill and recorded an impairment loss of $47.9 million in the second quarter of 2024 and for the year ended December 31, 2024.
Changes in the carrying amount of goodwill consisted of the following year ended December 31, 2024 (in thousands):
Balance at December 31, 2023$49,238 
Goodwill impairment (accumulated impairment loss)(47,858)
Impact of foreign currency translation(1,380)
Balance at December 31, 2024$— 
Intangible assets, net consisted of the following (in thousands):
Gross
Carrying
Value (1)
Accumulated
Amortization (1)
Net
Carrying
Value
Weighted Average
Amortization Period
(in Years)
December 31, 2025:
Developed technology$111,202 $(54,278)$56,924 6.9
December 31, 2024:
Developed technology$111,393 $(38,883)$72,510 6.6
(1)Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments.
Amortization expense was $18.7 million, $18.0 million and $15.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. The estimated future amortization expense for intangible assets remaining as of December 31, 2025 is as follows (in thousands):
2026$18,700 
202711,613 
20282,987 
20292,987 
20302,987 
Thereafter17,650 
Total$56,924 

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 25, 2025
2023Feb 29, 2024
2022Mar 13, 2023
2021Mar 29, 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.

Other Available Disclosures

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