MAXCYTE, INC. Goodwill & Intangibles Disclosure
11. Goodwill
As described in Note 10, the Company recorded $3,554 in goodwill as a result of the acquisition of SeQure. During its fourth fiscal quarter, the Company performed its annual test to determine if the goodwill was impaired. The Company is a single reporting unit, and estimated its fair value using a combination of the income approach and the market approach, applying a weighting of 75% and 25%, respectively. The income approach incorporates the estimated future cash flows and a terminal value discounted to their present value using a risk-adjusted discount rate. The market approach estimated the fair value of the Company by using valuation metrics of comparable publicly traded companies.
Based on the evaluation, the Company concluded that the carrying value of the Company exceeded its fair value by an amount greater than the previously recorded goodwill and therefore, recorded an impairment charge of $3,554 in the consolidated financial statements for the year ended December 31, 2025. The Company did not have goodwill on its
consolidated balance sheet as of December 31, 2025. The Company did not have goodwill during the year ended December 31, 2024.
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.