HireQuest, Inc. Goodwill & Intangibles Disclosure
Note 11 – Goodwill and Intangible Assets
2025 Impairments
During the third quarter of 2025,we completed our annual review of indefinite-lived intangible assets for potential impairment using a quantitative assessment for all of our reporting units. The fair value of each asset was estimated using a weighting of a discounted cash flow model and prices of comparable businesses. As a result of this review, we concluded the carrying value of the MRI trade name exceeded its estimated fair value resulting in an impairment charge of $230 thousand. The related impairment was primarily due to a decrease in revenue attributable to the related business.
On December 1, 2025, HQ MRI Corporation ("HQ MRI"), a wholly-owned subsidiary of HQI entered into a contribution agreement (the "Contribution Agreement") with MRINetwork Operations, LLC ("MRI Operations") which resulted in the transfer of certain assets and liabilities associated with MRI to MRI Operations. Management deemed this a triggering event that led us to review the carrying value of intangible assets related to MRI. As a result of this review we concluded that the carrying amount of franchise agreements acquired in the MRI acquisition exceeded their estimated fair value resulting in an impairment charge of approximately $294 thousand. Also as a result of this review we concluded the carrying amount of the MRI trade name exceeded its estimated fair value resulting in an impairment charge of $150 thousand. These related impairments were attributable to decreased cash flows resulting from the Contribution Agreement.
The combined impairment charges of approximately $674 thousand is reflected in the line item, "Goodwill and intangible asset impairment charge," in our Consolidated Statements of Income for the twelve months ended December 31, 2025.
2024 Impairments
During the third quarter of 2024, we completed our annual review of goodwill for potential impairment using a quantitative assessment for all of our reporting units. The fair value of each reporting unit was estimated using a weighting of a discounted cash flow model and prices of comparable businesses. As a result of this review, we concluded that the carrying value of our MRI reporting unit exceeded its estimated fair value resulting in an impairment charge of approximately $4.8 million. The goodwill impairment was primarily attributable to industry and market conditions effecting the overall financial performance of the reporting unit. These industry and market conditions were deemed a triggering event that led us to also review the fair value of certain indefinite-lived intangible assets related to the MRI reporting unit. As a result of this review we concluded the carrying value of the trade name related to MRI exceeded its estimated fair value resulting in an impairment charge of approximately $1.2 million. The related impairment was primarily attributable to industry and market conditions effecting the overall financial performance of the reporting unit.
The combined impairment charge of approximately $6.0 million is reflected in the line item, "," in our Consolidated Statements of Income for the twelve months ended December 31, 2024.
The balance for the franchise agreements related to MRI was approximately $3.7 million and $4.9 million at December 31, 2025 and December 31, 2024, respectively. The balance for the trade name related to MRI was approximately $560 thousand and $940 thousand at December 31, 2025 and December 31, 2024, respectively.
Goodwill
There were no charge to goodwill in 2025. The table below reflects our goodwill and changes in the carrying value (in thousands):
| Goodwill balance at December 31, 2023 | $ | 5,870 | ||
| Goodwill recorded in acquisition of RTS | 558 | |||
| Impairment charge during 2024 | (4,795 | ) | ||
| Goodwill balance at December 31, 2024 | 1,633 | |||
| Impairment charge during 2025 | - | |||
| Goodwill balance at December 31, 2025 | $ | 1,633 | ||
| Goodwill before impairment | $ | 6,428 | ||
| Accumulated impairment charge | (4,795 | ) | ||
| Goodwill balance at December 31, 2025 | $ | 1,633 |
Intangible Assets
The following table reflects our intangible assets:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| (in thousands except useful life) | Estimated useful life | Gross | Accumulated amortization and impairment | Net | Gross | Accumulated amortization | Net | |||||||||||||||||||||
| Finite-lived intangible assets: | ||||||||||||||||||||||||||||
| Franchise agreements | $ | 25,556 | $ | (8,314 | ) | $ | 17,242 | $ | 25,556 | $ | (5,819 | ) | $ | 19,737 | ||||||||||||||
| Purchased software | 3,200 | (1,943 | ) | $ | 1,257 | 3,200 | (1,486 | ) | 1,714 | |||||||||||||||||||
| Internally developed software | 3,125 | (1,588 | ) | $ | 1,537 | 3,125 | (963 | ) | 2,162 | |||||||||||||||||||
| Total finite-lived intangible assets | $ | 31,881 | $ | (11,845 | ) | $ | 20,036 | $ | 31,881 | $ | (8,268 | ) | $ | 23,613 | ||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||
| Domain name | Indefinite | $ | 2,226 | $ | - | $ | 2,226 | $ | 2,226 | $ | - | $ | 2,226 | |||||||||||||||
| Trade name | Indefinite | 3,580 | (1,620 | ) | $ | 1,960 | 3,580 | (1,240 | ) | 2,340 | ||||||||||||||||||
| Total intangible assets | $ | 37,687 | $ | (13,465 | ) | $ | 24,222 | $ | 37,687 | $ | (9,508 | ) | $ | 28,179 | ||||||||||||||
Amortization expense related to intangible assets totaled approximately $2.9 million and $2.6 million during the year ended December 31, 2025 and December 31, 2024, respectively.
The following table provides the estimated future amortization of finite-lived intangible assets as of December 31, 2025 (in thousands):
| 2026 | $ | 2,893 | ||
| 2027 | 2,855 | |||
| 2028 | 2,318 | |||
| 2029 | 1,971 | |||
| 2030 | 1,811 | |||
| Thereafter | 8,188 | |||
| Total future amortization | $ | 20,036 |
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2020 | Mar 25, 2021 | |
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.