PERDOCEO EDUCATION Corp Goodwill & Intangibles Disclosure
10. GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying value of goodwill was $265.7 million and $258.0 million as of December 31, 2025 and 2024, respectively.
A reconciliation of the changes in the carrying value of goodwill during the years ended December 31, 2025 and 2024 is as follows (dollars in thousands):
|
|
CTU |
|
|
AIUS |
|
|
USAHS (1) |
|
|
Total |
|
||||
Balance as of December 31, 2023 |
|
$ |
130,755 |
|
|
$ |
110,407 |
|
|
$ |
- |
|
|
$ |
241,162 |
|
Business acquisition |
|
|
- |
|
|
|
- |
|
|
|
16,850 |
|
|
|
16,850 |
|
Balance as of December 31, 2024 |
|
|
130,755 |
|
|
|
110,407 |
|
|
|
16,850 |
|
|
|
258,012 |
|
Business acquisition (1) |
|
|
- |
|
|
|
- |
|
|
|
7,685 |
|
|
|
7,685 |
|
Balance as of December 31, 2025 |
|
$ |
130,755 |
|
|
$ |
110,407 |
|
|
$ |
24,535 |
|
|
$ |
265,697 |
|
___________________
(1) The positive adjustment for the year ended December 31, 2025 relates to purchase accounting adjustments for the USAHS acquisition finalized during the period.
In assessing the fair value for our reporting units, we performed a qualitative assessment as of October 1, 2025 to determine if we believe it is more likely than not that our reporting units’ carrying values exceed their respective fair values. When performing the qualitative assessment, management first considered events and circumstances that may affect the fair value of the reporting unit to determine whether it is necessary to perform the quantitative impairment test. Management focused on the significant inputs, including its projections of revenue growth, operating expense leverage and the discount rate used in the prior quantitative assessment, and any events or circumstances that could affect the significant inputs. These events and circumstances included, but were not limited to, financial performance, future expectations of financial performance, legal, regulatory, contractual, competitive, economic, political, business or other factors, and industry and market considerations, such as a deteriorating operating environment or increased competition. Management evaluated all events and circumstances, including positive or mitigating factors, that could affect the significant inputs used to determine fair value. In addition, management evaluated the results of its most recent quantitative impairment assessment to determine by how much the previous fair value exceeded the carrying value for each indefinite-lived intangible asset.
The determination of estimated fair value of each reporting unit requires significant estimates and assumptions, and as such, these fair value measurements are categorized as Level 3 per ASC Topic 820. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, operating cash flow projections and capital expenditure forecasts. Due to the inherent uncertainty involved in deriving those estimates, actual results could differ from those estimates. We evaluate the merits of each significant assumption used, both individually and in the aggregate, to assess the fair value of each reporting unit for reasonableness.
As of December 31, 2025 and 2024, the net book value of intangible assets other than goodwill are as follows (dollars in thousands):
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
||||||||||||||||||||||||||
|
|
Cost |
|
|
Accumulated Amortization |
|
|
|
|
Net Book Value |
|
|
Cost |
|
|
Accumulated Amortization |
|
|
|
|
Net Book Value |
|
|
||||||||||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Course curriculum |
|
$ |
18,290 |
|
|
$ |
(6,571 |
) |
|
$ |
- |
|
|
$ |
11,719 |
|
|
$ |
18,290 |
|
|
$ |
(2,418 |
) |
|
$ |
- |
|
|
$ |
15,872 |
|
|
Customer relationships |
|
|
52,090 |
|
|
|
(29,051 |
) |
|
|
(111 |
) |
|
|
22,928 |
|
|
|
52,090 |
|
|
|
(19,068 |
) |
|
|
(111 |
) |
|
|
32,911 |
|
|
Developed technology |
|
|
8,820 |
|
|
|
(3,307 |
) |
|
|
(5,513 |
) |
|
|
- |
|
|
|
8,820 |
|
|
|
(2,980 |
) |
|
|
(5,513 |
) |
|
|
327 |
|
|
Trade names |
|
|
11,660 |
|
|
|
(3,600 |
) |
|
|
(5,205 |
) |
|
|
2,855 |
|
|
|
11,660 |
|
|
|
(3,085 |
) |
|
|
(5,205 |
) |
|
|
3,370 |
|
|
Accreditation rights |
|
|
25,000 |
|
|
|
(2,257 |
) |
|
|
- |
|
|
|
22,743 |
|
|
|
25,000 |
|
|
|
(174 |
) |
|
|
- |
|
|
|
24,826 |
|
|
Net book value, amortizable intangible |
|
$ |
115,860 |
|
|
$ |
(44,786 |
) |
|
$ |
(10,829 |
) |
|
$ |
60,245 |
|
|
$ |
115,860 |
|
|
$ |
(27,725 |
) |
|
$ |
(10,829 |
) |
|
$ |
77,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accreditation rights |
|
|
|
|
|
|
|
|
|
|
$ |
1,000 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,000 |
|
|
||||||
Trade names |
|
|
|
|
|
|
|
|
|
|
|
16,700 |
|
|
|
|
|
|
|
|
|
|
|
|
16,700 |
|
|
||||||
Non-amortizable intangible assets |
|
|
|
|
|
|
|
|
|
|
|
17,700 |
|
|
|
|
|
|
|
|
|
|
|
|
17,700 |
|
|
||||||
Intangible assets, net |
|
|
|
|
|
|
|
|
|
|
$ |
77,945 |
|
|
|
|
|
|
|
|
|
|
|
$ |
95,006 |
|
|
||||||
Amortizable intangible assets are amortized on a straight-line basis over their remaining estimated useful lives, which range from less than one year to twelve years. Amortization expense for intangible assets was $17.1 million, $5.5 million and $7.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Future amortization associated with amortizable intangible assets as of December 31, 2025 are as follows (dollars in thousands):
|
For the Twelve Months Ended |
|
|
December 31, 2026 |
$ |
16,118 |
|
December 31, 2027 |
|
9,562 |
|
December 31, 2028 |
|
8,429 |
|
December 31, 2029 |
|
3,534 |
|
December 31, 2030 |
|
3,534 |
|
December 31, 2031 and thereafter |
|
19,068 |
|
Total |
$ |
60,245 |
|
As of December 31, 2025, net intangible assets include certain accreditation rights and trade names that are considered to have indefinite useful lives and, in accordance with FASB ASC Topic 350—Intangibles—Goodwill and Other, are not subject to amortization but rather reviewed for impairment on at least an annual basis by applying a fair-value-based test.
We performed our annual impairment testing of other indefinite-lived intangible asset balances as of October 1, 2025 utilizing the qualitative assessment approach and concluded that no indicators existed that would suggest that it is more likely than not that the assets would be impaired. We monitor the operating results and revenue projections related to our indefinite-lived trade names and accreditation rights on a quarterly basis for signs of possible declines in estimated fair value. When performing the qualitative assessment, management considered events and circumstances that may affect the fair value of the intangible assets to determine whether it is necessary to perform the quantitative impairment test. These events and circumstances included, but were not limited to, financial performance, future expectations of financial performance, legal, regulatory, contractual, competitive, economic, political, business, and industry and market considerations. Management evaluated these events and circumstances, including positive or mitigating factors, that could affect the significant inputs used to determine fair value.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 29, 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.