Rafael Holdings, Inc. Goodwill & Intangibles Disclosure

NOTE 18 - GOODWILL AND INTANGIBLE ASSETS

 

Impairment

 

The Company assesses goodwill and indefinite-lived intangible assets, including IPR&D, for impairment at least annually at May 31, or more frequently if events or changes in the business environment indicate the carrying value may be impaired. The Company assesses the recoverability of long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

 

During November 2024, the Company identified a triggering event that required an impairment test for its long-lived assets and goodwill balances within its Infusion Technology reporting unit in accordance with ASC 360 and ASC 350, respectively. The triggering event was identified due to reductions in certain operations including a layoff within the Company’s Infusion Technology segment. The Company performed an interim impairment analysis of the Infusion Technology reporting unit as of November 30, 2024.

 

Under ASC 360, the Company performed a recoverability test for its long-lived assets. The carrying amount of the long-lived assets was compared to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. Based on this assessment, the Company determined that the carrying amount of its long-lived assets was recoverable, and no impairment was recognized.

 

In accordance with ASC 350, the Company performed a quantitative goodwill impairment test that utilized a combination of an income and market approach to assess the fair value of the reporting unit as of November 30, 2024. The income approach utilized a discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, and perpetual growth rate, while the guideline public company market approach used guideline public company revenue multiples from a selection of comparable public companies. The Company determined that the carrying amount of the reporting unit exceeded the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company recorded the impairment charge of $3.1 million within loss on impairment of goodwill in the condensed consolidated statement of operations. The loss on impairment of goodwill relates to the Company’s Infusion Technology Segment.

Goodwill

 

The following is a summary of goodwill by reportable segment as of and for the years ended July 31, 2025 and 2024:

 

		Healthcare				Real Estate				Infusion Technology				Consolidated
		(in thousands)
Balance as of July 31, 2023		$	—			$	—			$	—			$	—
Day Three Acquisition			—				—				3,050				3,050
Balance as of July 31, 2024			—				—				3,050				3,050
Impairment charge			—				—				(3,050	)			(3,050	)
Cyclo Merger			19,939				—				—				19,939
Balance as of July 31, 2025		$	19,939			$	—			$	—			$	19,939

 

IPR&D

 

The Company has acquired in-process research and development intangible assets pursuant to a business combination. These IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts.

 

The following is a summary of in-process research and development for the years ended July 31, 2025 and 2024:

 

		(in thousands)
Balance as of July 31, 2023		$	1,575
Balance as of July 31, 2024			1,575
Acquired in-process research & development due to Cyclo Merger			30,000
Balance as of July 31, 2025		$	31,575

 

Intangible assets

 

The following is a summary of intangible assets at July 31, 2025:

 

		Weighted average remaining useful life (years)				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
						(in thousands)
Customer Relationships			8			$	1,040			$	(46	)		$	994
Total Intangible Assets						$	1,040			$	(46	)		$	994

 

The following is a summary of intangible assets at July 31, 2024:

 

		Weighted average remaining useful life (years)				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
						(in thousands)
Intellectual Property			15			$	1,885			$	(73	)		$	1,812
Non-compete Agreements			2				50				(15	)			35
Total Intangible Assets						$	1,935			$	(88	)		$	1,847

As part of the DTLM Sale Transactions in March 2025, Day Three Labs Manufacturing sold all non-compete agreements and licensed specific applications of their Unlokt™ technology patents to SoRSE, effective through the patents’ expiration. See Note 13 for more information.

 

Amortization expense for the next five years and thereafter for intangible assets is estimated to be as follows for years ending:

 

Year Ending July 31,		(in thousands)
2026		$	130
2027			130
2028			130
2029			130
2030			130
Thereafter			344
Total		$	994

 

Amortization of intangible assets totaled $142 thousand and $88 thousand for the years ended July 31, 2025 and 2024, respectively, and is included in depreciation and amortization expense within the consolidated statements of operations and comprehensive loss.