Emerald Holding, Inc. Goodwill & Intangibles Disclosure
Note 6. Intangible Assets and Goodwill
Intangible Assets, Net
Intangible assets, net consist of the following:
(in millions) |
|
Indefinite- |
|
|
Customer |
|
|
Definite- |
|
|
Acquired |
|
|
Acquired |
|
|
Computer |
|
|
Capitalized |
|
|
Total |
|
||||||||
Gross carrying |
|
$ |
45.7 |
|
|
$ |
391.9 |
|
|
$ |
112.2 |
|
|
$ |
8.4 |
|
|
$ |
2.6 |
|
|
$ |
52.9 |
|
|
$ |
1.9 |
|
|
$ |
615.6 |
|
Accumulated amortization |
|
|
— |
|
|
|
(356.7 |
) |
|
|
(34.4 |
) |
|
|
(6.6 |
) |
|
|
(1.8 |
) |
|
|
(34.7 |
) |
|
|
— |
|
|
|
(434.2 |
) |
Net carrying |
|
$ |
45.7 |
|
|
$ |
35.2 |
|
|
$ |
77.8 |
|
|
$ |
1.8 |
|
|
$ |
0.8 |
|
|
$ |
18.2 |
|
|
$ |
1.9 |
|
|
$ |
181.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross carrying |
|
$ |
45.7 |
|
|
$ |
363.6 |
|
|
$ |
92.3 |
|
|
$ |
8.4 |
|
|
$ |
2.6 |
|
|
$ |
45.1 |
|
|
$ |
2.3 |
|
|
$ |
560.0 |
|
Accumulated amortization |
|
|
— |
|
|
|
(343.5 |
) |
|
|
(27.6 |
) |
|
|
(5.7 |
) |
|
|
(1.4 |
) |
|
|
(25.9 |
) |
|
|
— |
|
|
|
(404.1 |
) |
Net carrying |
|
$ |
45.7 |
|
|
$ |
20.1 |
|
|
$ |
64.7 |
|
|
$ |
2.7 |
|
|
$ |
1.2 |
|
|
$ |
19.2 |
|
|
$ |
2.3 |
|
|
$ |
155.9 |
|
Amortization expense for the years ended December 31, 2025, 2024 and 2023 was $30.1 million, $27.3 million and $44.0 million, respectively.
Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31:
(in millions) |
|
|
|
|
2026 |
|
$ |
29.7 |
|
2027 |
|
|
23.5 |
|
2028 |
|
|
16.2 |
|
2029 |
|
|
12.1 |
|
2030 |
|
|
8.2 |
|
Thereafter |
|
|
44.1 |
|
|
|
$ |
133.8 |
|
Impairment of Intangible Assets
Intangible asset impairments for the year ended December 31, 2024, included a non-cash impairment charge of $7.3 million for indefinite-lived ($6.9 million) and definite-lived ($0.4 million) trade name intangible assets. All are presented in the consolidated statements of (loss) income as intangible asset impairments. There were no intangible asset impairments for the years ended December 31, 2025 and 2023, respectively.
Indefinite-Lived Intangible Assets
The Company recorded total impairments of $6.9 million to certain indefinite-lived trade name intangible assets related to the Connections reportable segment for the year ended December 31, 2024. The Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that are considered level 3 inputs.
During the third quarter of 2024, the Company identified an interim impairment trigger for two of its indefinite-lived intangible assets due to the cancellation of certain events that were not contributing to profitability. As a result of the interim impairment assessment, the Company recorded an impairment of $6.3 million to certain indefinite-lived trade name intangible assets.
The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2024. The Company concluded one of the indefinite-lived trade name assets had a carrying value in excess of its fair value as of October 31, 2024. As a result, during the fourth quarter of 2024, the Company recorded an impairment of $0.6 million related to a certain indefinite-live trade name intangible asset. The indefinite-lived trade name intangible asset impaired during the fourth quarter of 2024 had a remaining fair value of $1.1 million as of October 31, 2024.
Definite-Lived Intangible Assets
During the fourth quarter of 2024, the Company identified an impairment trigger for one of its definite-lived intangible assets due to the cancellation of a certain event that was not contributing to profitability. As a result, during the fourth quarter of 2024, the Company recorded an impairment of $0.4 million to write-off the carrying value to zero related to the definite-lived trade name intangible asset in the Connections reportable segment.
Goodwill
The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:
|
|
Reportable Segment |
|
|
|
|
|
|
|
|||
(in millions) |
|
Connections |
|
|
All Other |
|
|
Total |
|
|||
Balance at December 31, 2023 |
|
$ |
518.3 |
|
|
$ |
35.6 |
|
|
$ |
553.9 |
|
Acquired goodwill |
|
|
19.9 |
|
|
|
— |
|
|
|
19.9 |
|
Balance at December 31, 2024 |
|
$ |
538.2 |
|
|
$ |
35.6 |
|
|
$ |
573.8 |
|
Acquired goodwill |
|
|
207.7 |
|
|
|
— |
|
|
|
207.7 |
|
Foreign currency translation |
|
|
2.1 |
|
|
|
— |
|
|
|
2.1 |
|
Balance at December 31, 2025 |
|
$ |
748.0 |
|
|
$ |
35.6 |
|
|
$ |
783.6 |
|
Goodwill Impairment Assessments
The Company performs an annual quantitative goodwill impairment test as of October 31 using an income approach (Level 3 inputs). Fair value is estimated by discounting projected future cash flows based on forecasted revenues, EBITDA margins, debt-free net working capital, capital expenditures, and other factors. For each of the years ended December 31, 2025, 2024 and 2023, there were no reporting units where the fair value was equal to its carrying value.
Cumulative total accumulated goodwill impairments through December 31, 2025 is $686.0 million.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 19, 2019 | |
| 2017 | Feb 22, 2018 | |
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.