GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill is an indefinite lived asset with balances as follows:
| | | | | |
| Balance at December 31, 2023 | $ | 47,910 | |
| Acquired goodwill | 16,779 | |
| Foreign currency translation | (381) | |
| Balance at December 31, 2024 | $ | 64,308 | |
| Impairment | (6,219) | |
| Other adjustment | (2,527) | |
| Foreign currency translation | 1,428 | |
| Balance at December 31, 2025 | $ | 56,990 | |
Due to a combination of customer attrition and employee turnover at Pagefield, revenue and pre-bonus EBITDA were lower than expected in the first nine months of 2025. Based on that, the projected cash flows for the next five years were revised. We incurred a non-cash impairment charge of $6.2 million in 2025 on goodwill related to our Pagefield Government Relations Consulting reporting unit and Pagefield Corporate Communications & Public Affairs reporting unit. The fair value of the reporting units was estimated using the discounted cash flow method and the guideline public company method. This charge is reflected in the loss on impairment of goodwill line item on the Consolidated Statements of Operations and Comprehensive Loss. We did not recognize any impairment charges during 2024. There was no goodwill impairment for the year ended December 31, 2024.
Intangible assets
As of October 1, 2025, we determined that the effects of the expected decline in operations due to the impact of certain client relationships and employee turnover at Pagefield constituted a triggering event for both the Pagefield Government Relations Consulting reporting unit and the Pagefield Corporate Communications & Public Affairs reporting unit. As a result, we conducted a recoverability test by using the undiscounted cashflows of Pagefield acquisition's intangibles which indicated impairment. In order to estimate the fair values, we applied the multi-period excess earnings method for customer relationships. The fair value of the noncompete agreements could be measured directly. Fair value was estimated using the difference between entity value on an “as is” basis with present employees intact and a hypothetical firm value. We therefore concluded that a portion of the trade names and customer relationships was impaired as of December 31, 2025 and recorded non-cash impairment charges of $0.3 million and $2.6 million, respectively within our Pagefield Government Relations Consulting and Pagefield Corporate Communications & Public Affairs Consulting reporting units. The Company has not recorded any impairment charges related to long-lived assets for the year ended December 31, 2024. For the allocation of the impairment charge between segments, see Note 17. The fair value of customer relationships was estimated using the multi-period excess earnings method and the fair value trade names was estimated using the present value of discrete cash flows. These charges are reflected in loss on impairment of intangible assets line item on the Consolidated Statements of Operations and Comprehensive Loss. We did not recognize any impairment charges on indefinite-lived intangible assets during 2024.
The following presents the Company’s gross and net amounts of intangible assets, other than goodwill, as reported on the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.1 | | $ | 40,760 | | | $ | (20,283) | | | $ | 20,477 | |
| Developed technology | 7.0 | | 3,938 | | | (1,594) | | | 2,344 | |
| Noncompete agreements | 4.7 | | 3,111 | | | (1,309) | | | 1,802 | |
| Total definite lived assets | | | 47,809 | | | (23,186) | | | 24,623 | |
Trade names | | | 12,490 | | | | | 12,490 | |
| Total intangible assets | | | $ | 60,299 | | | $ | (23,186) | | | $ | 37,113 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.2 | | $ | 33,556 | | | $ | (15,277) | | | $ | 18,279 | |
| Developed technology | 7.0 | | 3,938 | | | (1,031) | | | 2,907 | |
| Noncompete agreements | 3.9 | | 2,070 | | | (767) | | | 1,303 | |
| Total definite lived assets | | | 39,564 | | | (17,075) | | | 22,489 | |
Trade names | | | 9,655 | | | — | | | 9,655 | |
| Total intangible assets | | | 49,219 | | | $ | (17,075) | | | $ | 32,144 | |
Amortization expense for customer relationship, noncompete agreement and developed technology assets approximated $6.0 million and $4.7 million for the years ended December 31, 2025 and 2024, respectively. The approximate estimated future amortization expense for the next five years and thereafter is as follows:
| | | | | |
| Year | Amortization |
| 2026 | $ | 6,133 | |
| 2027 | 5,883 | |
| 2028 | 4,368 | |
| 2029 | 4,110 | |
| 2030 | 2,147 | |
| Thereafter | 1,982 | |
| Total | $ | 24,623 | |
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.