KINGSWAY Corp Goodwill & Intangibles Disclosure
The following table summarizes goodwill activity for the years ended December 31, 2025 and December 31, 2024:
| (in thousands) | Kingsway Search Xcelerator | Extended Warranty | Corporate | Total | ||||||||||||
| Balance, December 31, 2023 | $ | 18,473 | $ | 31,153 | $ | 732 | $ | 50,358 | ||||||||
| Acquisition | 6,486 | — | — | 6,486 | ||||||||||||
| Measurement period adjustments | 412 | — | — | 412 | ||||||||||||
| Impairment | — | — | (732 | ) | (732 | ) | ||||||||||
| Balance, December 31, 2024 | 25,371 | 31,153 | — | 56,524 | ||||||||||||
| Acquisitions | 12,831 | — | — | 12,831 | ||||||||||||
| Measurement period adjustments | (225 | ) | — | — | (225 | ) | ||||||||||
| Balance, December 31, 2025 | $ | 37,977 | $ | 31,153 | $ | — | $ | 69,130 | ||||||||
As further discussed in Note 4, "Acquisitions," during 2025, the Company recorded goodwill of $12.8 million related to the acquisitions of Bud's Plumbing ($1.0 million), Roundhouse ($8.8 million), Advanced Plumbing ($0.5 million) and Southside Plumbing ($2.5 million). The goodwill related to the Roundhouse, Advanced Plumbing and Southside Plumbing acquisitions is provisional and subject to adjustment during the measurement period. The Company expects to complete its purchase price allocations within the next three months. The estimates, allocations and calculations recorded at December 31, 2025 are subject to change as we obtain further information; therefore, the final fair values of the assets acquired and liabilities assumed may not agree with the estimates included in these consolidated financial statements.
During 2024, the Company recorded goodwill of $6.5 million related to the acquisition of Image Solutions on September 26, 2024. The goodwill related to this acquisition was provisional and subject to adjustment during the measurement period. During the second quarter of 2025, the Company recorded a measurement period adjustment, related to acquisition of Image Solutions, that increased goodwill by $0.1 million due to changes in the estimated fair value of inventory. Also during 2025, the Company settled the working capital true-up, related to the acquisition of Image Solutions, that decreased goodwill by $0.3 million.
During 2024, the Company recorded measurement period adjustments, related to the acquisitions of SPI on September 7, 2023 and DDI on October 26, 2023, that increased goodwill by $0.4 million. These measurement period adjustments related to changes in the estimated fair values of certain assets acquired.
At each of December 31, 2025 and December 31, 2024, accumulated goodwill impairment losses were $0.7 million.
Goodwill is assessed for impairment annually as of November 30, or more frequently if events or circumstances indicate that the carrying value may not be recoverable. In evaluating the recoverability of goodwill, the Company estimates the fair value of its reporting units and compares it to the carrying value. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both.
Based upon the impairment assessments performed at November 30, 2025, no impairment charges were recorded against goodwill in 2025. Based upon the impairment assessments performed at November 30, 2024, the Company recorded an of $0.7 million during 2025 related to the Argo Management reporting unit. The fair value of the Argo Management reporting unit was estimated using a discounted cash flow analysis that includes estimates of future cash flows expected to be generated by the business and recent market transactions related to the investments owned by Argo Holdings. The decline in fair value is primarily due to reduced estimated future cash flows as a result of fewer investments remaining in the Argo Holdings, which is an expected result as Argo Holdings’ investments continue to be acquired. No impairment charges were recorded against goodwill for the Company's other reporting units in 2024, as the estimated fair values of the Company's other reporting units exceeded their respective carrying values.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Feb 28, 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.