STEPAN CO Goodwill & Intangibles Disclosure
4. Goodwill and Other Intangible Assets
The changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024, were as follows:
|
|
Surfactants |
|
|
Polymer |
|
|
Specialty Products |
|
|
Total |
|
||||||||||||||||||||
(In thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Balance as of January 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill |
|
$ |
26,476 |
|
|
$ |
29,781 |
|
|
$ |
70,397 |
|
|
$ |
73,166 |
|
|
$ |
483 |
|
|
$ |
483 |
|
|
$ |
97,356 |
|
|
$ |
103,430 |
|
Accumulated impairment |
|
|
(5,505 |
) |
|
|
(5,505 |
) |
|
|
— |
|
|
|
— |
|
|
|
(483 |
) |
|
|
(483 |
) |
|
|
(5,988 |
) |
|
|
(5,988 |
) |
Goodwill, net |
|
|
20,971 |
|
|
|
24,276 |
|
|
|
70,397 |
|
|
|
73,166 |
|
|
|
— |
|
|
|
— |
|
|
|
91,368 |
|
|
|
97,442 |
|
|
|
(6,245 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,245 |
) |
|
|
— |
|
|
Foreign currency |
|
|
1,756 |
|
|
|
(3,305 |
) |
|
|
5,691 |
|
|
|
(2,769 |
) |
|
|
— |
|
|
|
— |
|
|
|
7,447 |
|
|
|
(6,074 |
) |
Balance as of December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill |
|
|
28,232 |
|
|
|
26,476 |
|
|
|
76,088 |
|
|
|
70,397 |
|
|
|
483 |
|
|
|
483 |
|
|
|
104,803 |
|
|
|
97,356 |
|
Accumulated impairment |
|
|
(11,750 |
) |
|
|
(5,505 |
) |
|
|
— |
|
|
|
— |
|
|
|
(483 |
) |
|
|
(483 |
) |
|
|
(12,233 |
) |
|
|
(5,988 |
) |
Goodwill, net |
|
$ |
16,482 |
|
|
$ |
20,971 |
|
|
$ |
76,088 |
|
|
$ |
70,397 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
92,570 |
|
|
$ |
91,368 |
|
The Company typically tests its goodwill balances for impairment in the second quarter of each calendar year. Testing is completed more frequently when triggering events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit to which goodwill relates has declined below its carrying value.
During the fourth quarter of 2025, the Company concluded that the goodwill related to its Mexico reporting unit was impaired. The reporting unit is part of the Company’s Surfactant segment. The impairment relating to the Company’s Mexico reporting unit was recognized as a result of the reporting unit’s fair value declining below its carrying value. The Company estimates the fair value of each of its reporting units based on an average of market and income-based computations, which is a Level 3 measurement. During the fourth quarter of 2025 the Company recorded a non-cash charge of $6,245,000 in the Consolidated Statements of Income for the year ended December 31, 2025 on the Goodwill impairment line. The impairment charge equaled the entire balance of goodwill at the Company’s Mexico reporting unit. The impairment charge was not included in the Surfactant segment results. See Note 17, Segment Reporting, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for additional details.
At December 31, 2025, the Company conducted additional sensitivity analysis on certain assumptions used in the valuation of its European polymers reporting unit due to a decline in earnings. The decline in earnings was primarily due to slightly lower sales volume and unit margins. At December 31, 2025, the goodwill related to the European polymers reporting unit was $47,846,000. The Company used both market and income-based methodologies to assess the fair value of its European polymers reporting unit. Both approaches required the Company to make significant economic-related assumptions. Based on the Company’s analysis, the fair value of the European polymers reporting unit was greater than its carrying value, and as a result, the Company did not record any impairment charge as of December 31, 2025.
During the fourth quarter of 2023, the Company concluded that the goodwill related to its Specialty Products segment was impaired. The Specialty Products segment’s impairment resulted from the Company’s decision to exit a portion of its Lipid Nutrition business. The Company recorded a non-cash charge of $483,000 in the Consolidated Statements of Income for the year ended December 31, 2023 on the Goodwill and other intangibles impairment line. The impairment charge equaled the entire balance of the Specialty Products operating segment’s goodwill. Also, during the fourth quarter of 2023 the Company concluded that the goodwill related to its Colombia reporting unit was impaired. The Company recorded a non-cash charge of $1,060,000 in the Consolidated Statements of Income for the year ended December 31, 2023 on the Goodwill and other intangibles impairment line. The impairment charge equaled the entire balance of goodwill at the Company’s Colombia reporting unit. The Colombia reporting unit is part of the Company’s Surfactant segment. The impairment relating to the Company’s Colombia reporting unit was recognized as a result of the reporting unit’s fair value declining below its carrying value. These impairments were not included in the Surfactants and Specialty Products segment results. See Note 17, Segment Reporting, of the notes to the Company’s consolidated financial statements (included in Item 8 of this Form 10-K) for additional details.
The following table presents the components of other intangible assets, all of which have finite lives, as of December 31, 2025 and 2024. The year-over-year changes in gross carrying values resulted from the effects of foreign currency translation.
|
|
Gross Carrying Value |
|
|
Accumulated |
|
||||||||||
|
|
December 31 |
|
|
December 31 |
|
||||||||||
(In thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Other Intangible Assets: |
|
|
|
|
|
|
|
|
|
|
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|
||||
Patents |
|
$ |
7,411 |
|
|
$ |
7,411 |
|
|
$ |
7,125 |
|
|
$ |
7,095 |
|
Non-compete agreements |
|
|
379 |
|
|
|
329 |
|
|
|
379 |
|
|
|
329 |
|
Trademarks |
|
|
11,987 |
|
|
|
11,567 |
|
|
|
8,942 |
|
|
|
7,749 |
|
Customer lists/relationships |
|
|
48,489 |
|
|
|
45,341 |
|
|
|
21,777 |
|
|
|
18,415 |
|
Know-how (1) |
|
|
29,934 |
|
|
|
29,086 |
|
|
|
20,451 |
|
|
|
17,473 |
|
Total |
|
$ |
98,200 |
|
|
$ |
93,734 |
|
|
$ |
58,674 |
|
|
$ |
51,061 |
|
During the fourth quarter of 2023 the Company concluded that the patents related to its Specialty Products segment were impaired as a result of the Company’s decision to exit portions of its Lipid Nutrition business. The Company did not believe that the carrying value of these patents was recoverable. The Company recorded a non-cash charge of $495,000 in the Consolidated Statements of Income for the year ended December 31, 2023 on the Goodwill and other intangibles impairment line.
Aggregate amortization expense for the years ended December 31, 2025, 2024 and 2023, was $6,555,000, $6,914,000, and $7,368,000, respectively. The Company typically recognizes amortization expense within the Cost of Sales line item on the income statement. Estimated amortization expense for identifiable intangibles assets for each of the five succeeding fiscal years is as follows:
(In thousands) |
|
|
|
|
For the year ended December 31, 2026 |
|
$ |
6,488 |
|
For the year ended December 31, 2027 |
|
|
6,488 |
|
For the year ended December 31, 2028 |
|
|
4,806 |
|
For the year ended December 31, 2029 |
|
|
3,715 |
|
For the year ended December 31, 2030 |
|
|
3,367 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 24, 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.