SkinHealth Systems Inc.SKIN

SkinHealth Systems Inc. Goodwill & Intangibles Disclosure

10-KFiled Mar 12, 20263 min read
Goodwill and Intangible Assets, net
Goodwill

The changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024 are as follows (in thousands):

December 31, 2023$125,818 
Foreign currency translation impact
(2,319)
December 31, 2024123,499 
Foreign currency translation impact
3,122 
December 31, 2025$126,621 

The Company performed its annual impairment test and determined that goodwill was not impaired since the reporting unit’s fair value exceeded its carrying value.
Intangible Assets, Net

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2025 were as follows:
(in thousands)Gross
Carrying
Value		Accumulated
Amortization		Net Carrying
Value		Estimated
Useful Life
(Years)
Developed technology$91,629 $(79,405)$12,224 
3 - 10
Capitalized software26,260 (15,082)11,178 
3 - 5
Customer relationships19,112 (17,461)1,651 
5 - 10
Trademarks11,730 (7,019)4,711 15
Non-compete agreement5,908 (3,711)2,197 3
Patents4,855 (1,053)3,802 
3 - 19
Total intangible assets$159,494 $(123,731)$35,763 

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of December 31, 2024 were as follows:
(in thousands)Gross
Carrying
Value		Accumulated
Amortization		Net Carrying
Value		Estimated
Useful Life
(Years)
Developed technology$91,629 $(74,655)$16,974
3 - 10
Capitalized software22,983 (8,027)14,956 
3 - 5
Customer relationships17,569 (13,696)3,873 
5 - 10
Trademarks11,674 (6,189)5,485 15
Non-compete agreement5,814 (2,605)3,209 3
Patents3,781 (766)3,015 
3 - 19
Total intangible assets$153,450 $(105,938)$47,512 
Acquisition of Esthetic Medical, Inc.
In February 2023, Edge Systems Intermediate, LLC, an indirect, wholly-owned subsidiary of the Company, acquired all of the outstanding shares of Esthetic Medical, Inc. (“EMI”) in exchange for (i) a cash payment of $11.8 million and (ii) 109,625 shares of Class A Common Stock of the Company ($1.3 million). In addition, Dr. Lawrence Groop (the “Seller”) is entitled to receive up to an additional $3.2 million in contingent consideration based upon the achievement of certain conditions defined in the purchase agreement, of which $1.9 million was considered probable as of the acquisition date. Applicable tax guidance was used to apply the simultaneous equation method to incrementally assign $4.6 million to the book value of the intangible asset in excess of the purchase price. The Company accounted for this transaction as an asset acquisition and allocated substantially all of the purchase price and the tax basis difference totaling $19.9 million to intangible assets, primarily related to developed technology.

In July 2023, EMI obtained clearance from the U.S. Food and Drug Administration that the SkinStylus Sterilock MicroSystem is cleared for use as a treatment to improve the appearance of facial acne scars in Fitzpatrick skin types I, II, and III in adults aged 22 years and older (the “Facial Indication Approval”). Obtaining the Facial Indication Approval triggered a $1.3 million contingent payment made in July 2023 by the Company to the Seller, which was previously not considered probable of payment.

Acquisition of Anacapa Aesthetics LLC
In March 2023, the Company acquired assets from Anacapa Aesthetics LLC and recognized approximately $5 million of intangible assets, primarily related to non-compete agreements.
The estimated future intangible asset amortization expense as of December 31, 2025 is as follows:
(in thousands)Amortization Expense
2026$13,464 
202711,293 
20284,458 
20292,361 
20301,855 
Thereafter2,332 
$35,763 

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 12, 2025
2023Mar 12, 2024
2022Mar 1, 2023
2021Mar 1, 2022

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.

Other Available Disclosures

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