Gold.com, Inc. Goodwill & Intangibles Disclosure
9. GOODWILL AND INTANGIBLE ASSETS
Goodwill is an intangible asset that arises when a company acquires an existing business or assets (net of assumed liabilities) which comprise a business. In general, the amount of goodwill recorded in an acquisition is calculated as the purchase price of the business minus the fair market value of the tangible assets and the identifiable intangible assets, net of the assumed liabilities. Goodwill and intangibles can also be established by push-down accounting. Below is a summary of the significant transactions that generated our goodwill and intangible assets:
Carrying Value
The carrying value of goodwill and other purchased intangibles are described below (dollar amounts in thousands):
|
|
|
|
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||||||||||||||||||||||||||
|
|
Estimated Useful Lives |
|
Remaining Weighted-Average Amortization Period |
|
Gross Carrying Amount |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net Book Value |
|
|
Gross Carrying Amount |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net Book Value |
|
||||||||
Identifiable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Existing customer relationships |
|
4 - 15 |
|
4.6 |
|
$ |
116,568 |
|
|
$ |
(66,215 |
) |
|
$ |
— |
|
|
$ |
50,353 |
|
|
$ |
75,568 |
|
|
$ |
(52,203 |
) |
|
$ |
— |
|
|
$ |
23,365 |
|
Developed technology |
|
4 |
|
3.1 |
|
|
21,836 |
|
|
|
(13,362 |
) |
|
|
— |
|
|
|
8,474 |
|
|
|
20,336 |
|
|
|
(8,933 |
) |
|
|
— |
|
|
|
11,403 |
|
Non-compete and other |
|
3 - 5 |
|
2.3 |
|
|
2,310 |
|
|
|
(2,306 |
) |
|
|
— |
|
|
|
4 |
|
|
|
2,310 |
|
|
|
(2,300 |
) |
|
|
— |
|
|
|
10 |
|
Employment agreement |
|
1 - 3 |
|
0.0 |
|
|
295 |
|
|
|
(295 |
) |
|
|
— |
|
|
|
— |
|
|
|
295 |
|
|
|
(295 |
) |
|
|
— |
|
|
|
— |
|
Intangibles subject to amortization |
|
|
141,009 |
|
|
|
(82,178 |
) |
|
|
— |
|
|
|
58,831 |
|
|
|
98,509 |
|
|
|
(63,731 |
) |
|
|
— |
|
|
|
34,778 |
|
||||
Trade names and trademarks |
|
Indefinite |
|
Indefinite |
|
|
69,658 |
|
|
|
— |
|
|
|
(1,290 |
) |
|
|
68,368 |
|
|
|
59,660 |
|
|
|
— |
|
|
|
(1,290 |
) |
|
|
58,370 |
|
Domain name |
|
Indefinite |
|
Indefinite |
|
|
8,615 |
|
|
|
— |
|
|
|
— |
|
|
|
8,615 |
|
|
|
8,515 |
|
|
|
— |
|
|
|
— |
|
|
|
8,515 |
|
In-process research and development |
|
Indefinite |
|
Indefinite |
|
|
1,500 |
|
|
|
— |
|
|
|
— |
|
|
|
1,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Identifiable intangible assets |
|
$ |
220,782 |
|
|
$ |
(82,178 |
) |
|
$ |
(1,290 |
) |
|
$ |
137,314 |
|
|
$ |
166,684 |
|
|
$ |
(63,731 |
) |
|
$ |
(1,290 |
) |
|
$ |
101,663 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill |
|
Indefinite |
|
Indefinite |
|
$ |
230,014 |
|
|
$ |
— |
|
|
$ |
(1,364 |
) |
|
$ |
228,650 |
|
|
$ |
201,301 |
|
|
$ |
— |
|
|
$ |
(1,364 |
) |
|
$ |
199,937 |
|
The Company's intangible assets are subject to amortization except for trade names, trademarks, domain names and IPR&D, which have indefinite lives. Amortization expense related to the Company's intangible assets was $18.3 million, $8.6 million, and $10.3 million for the years ended June 30, 2025, 2024, and 2023, respectively. For the presented periods, amortization expense allocable to cost of sales was not significant.
The changes in the carrying amounts of goodwill were as follows (in thousands):
Balance as of June 30, 2023 |
|
$ |
100,943 |
|
Goodwill acquired - LPM - Wholesale Sales & Ancillary Services |
|
|
21,034 |
|
Goodwill acquired - SGB - Direct-to-Consumer |
|
|
77,960 |
|
Balance as of June 30, 2024 |
|
|
199,937 |
|
Goodwill acquired - SGI - Wholesale Sales & Ancillary Services |
|
|
6,919 |
|
Goodwill acquired - SGI - Direct-to-Consumer |
|
|
6,919 |
|
Goodwill acquired - Pinehurst - Wholesale Sales & Ancillary Services |
|
|
1,377 |
|
Goodwill acquired - Pinehurst - Direct-to-Consumer |
|
|
1,377 |
|
Goodwill acquired - AMS - Direct-to-Consumer |
|
|
12,122 |
|
Balance as of June 30, 2025 |
|
$ |
228,650 |
|
Impairment
We recorded a non-recurring impairment charge of $2.7 million (goodwill and indefinite-lived intangible assets) in fiscal 2018 related to Goldline. Other than the impairment charge related to Goldline, we have not recorded any impairment of goodwill or indefinite-lived intangible assets.
Estimated Amortization
Estimated annual amortization expense related to definite-lived intangible assets for the succeeding five years and thereafter is as follows (in thousands):
Fiscal Year Ending June 30, |
|
Amount |
|
|
2026 |
|
$ |
20,591 |
|
2027 |
|
|
15,564 |
|
2028 |
|
|
12,013 |
|
2029 |
|
|
5,613 |
|
2030 |
|
|
2,896 |
|
Thereafter |
|
|
2,154 |
|
|
|
$ |
58,831 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Sep 11, 2025 | Showing above |
| 2024 | Sep 13, 2024 | |
| 2023 | Sep 12, 2023 | |
| 2022 | Sep 2, 2022 | |
| 2021 | Sep 13, 2021 | |
| 2020 | Sep 14, 2020 | |
| 2019 | Sep 16, 2019 | |
| 2018 | Sep 19, 2018 | |
| 2017 | Sep 15, 2017 | |
| 2016 | Sep 23, 2016 | |
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.