ZIFF DAVIS, INC.ZD
ZIFF DAVIS, INC. Goodwill & Intangibles Disclosure
Goodwill and Intangible Assets
Goodwill
The changes in carrying amounts of goodwill for the years ended December 31, 2025 and 2024 are as follows (in thousands):
| Technology & Shopping | Gaming & Entertainment | Health & Wellness | Connectivity | Cybersecurity & Martech | Consolidated | ||||||||||||||||||||||||||||||
Balance as of January 1, 2024 | $ | 293,652 | $ | 61,485 | $ | 403,257 | $ | 258,486 | $ | 529,185 | $ | 1,546,065 | |||||||||||||||||||||||
Goodwill acquired (Note 4) | 117,855 | 6,811 | — | — | 4,532 | 129,190 | |||||||||||||||||||||||||||||
Goodwill removed due to sale of businesses (1) | (3,983) | — | — | — | — | (3,983) | |||||||||||||||||||||||||||||
| Goodwill impairment | (85,273) | — | — | — | — | (85,273) | |||||||||||||||||||||||||||||
| Foreign exchange translation | (194) | 5 | (201) | (1,544) | (3,815) | (5,741) | |||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | 322,057 | $ | 68,301 | $ | 403,056 | $ | 256,942 | $ | 529,902 | $ | 1,580,258 | |||||||||||||||||||||||
Goodwill acquired (Note 4) | — | 11,552 | 508 | 401 | 18,160 | 30,621 | |||||||||||||||||||||||||||||
Purchase accounting adjustments (2) | (291) | 48 | — | — | 123 | (120) | |||||||||||||||||||||||||||||
| Goodwill impairment | — | — | — | — | (17,579) | (17,579) | |||||||||||||||||||||||||||||
| Foreign exchange translation | 36 | 625 | 1,034 | 3,230 | 9,432 | 14,357 | |||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | 321,802 | $ | 80,526 | $ | 404,598 | $ | 260,573 | $ | 540,038 | $ | 1,607,537 | |||||||||||||||||||||||
(1)During the year ended December 31, 2024, in a cash transaction, the Company sold an international business at the Technology & Shopping reportable segment, which resulted in $4.0 million of goodwill being removed in connection with this sale.
(2)Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Acquisitions and Dispositions).
During the year ended December 31, 2025, on its annual assessment date, the Company performed quantitative fair value tests of all of its reporting units following a sustained decline in the Company’s stock price. Based on the quantitative fair value tests, the carrying value of one reporting unit within the Cybersecurity & Martech reportable segment exceeded its fair value, and the Company recorded an impairment of approximately $17.6 million during the year ended December 31, 2025. The Company also performed an interim quantitative test as of December 31, 2025 on one of its reporting units within its Technology & Shopping reportable segment and the fair value was in excess of its carrying value and no impairment was recorded.
During the year ended December 31, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segment as a result of a sustained decline in the Company’s stock price and forecasted reductions in revenue or EBITDA in certain of its reporting units. Based on the quantitative fair value test of two reporting units within the Technology & Shopping reportable segment, the carrying value of the reporting units exceeded their fair value, and the Company recorded an impairment of approximately $85.3 million during the year ended December 31, 2024.
In each period, the fair value of the reporting units was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach. We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit. As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value. Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit. For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates. The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit.
Goodwill as of December 31, 2025 reflects accumulated impairment losses of $169.5 million in the Technology & Shopping reportable segment and $17.6 million in the Cybersecurity & Martech reportable segment. Goodwill as of December 31, 2024 reflects accumulated impairment losses of $169.5 million in the Technology & Shopping reportable segment.
Intangible Assets Subject to Amortization
As of December 31, 2025, intangible assets subject to amortization relate primarily to the following (in thousands):
| Historical Cost | Accumulated Amortization | Net | |||||||||||||||
Trade names and trademarks | $ | 372,715 | $ | 243,326 | $ | 129,389 | |||||||||||
Customer relationships | 823,406 | 646,876 | 176,530 | ||||||||||||||
| Other purchased intangibles | 410,351 | 372,058 | 38,293 | ||||||||||||||
| Total | $ | 1,606,472 | $ | 1,262,260 | $ | 344,212 | |||||||||||
As of December 31, 2024, intangible assets subject to amortization relate primarily to the following (in thousands):
| Historical Cost | Accumulated Amortization | Net | |||||||||||||||
Trade names and trademarks | $ | 375,449 | $ | 222,430 | $ | 153,019 | |||||||||||
Customer relationships | 836,254 | 620,926 | 215,328 | ||||||||||||||
Other purchased intangibles | 421,128 | 363,726 | 57,402 | ||||||||||||||
| Total | $ | 1,632,831 | $ | 1,207,082 | $ | 425,749 | |||||||||||
Expected amortization expenses for intangible assets subject to amortization at December 31, 2025 are as follows (in thousands):
| Fiscal Year: | ||||||||
| 2026 | $ | 100,740 | ||||||
| 2027 | 75,587 | |||||||
| 2028 | 47,608 | |||||||
| 2029 | 37,650 | |||||||
2030 | 28,674 | |||||||
| Thereafter | 53,953 | |||||||
| Total expected amortization expense | $ | 344,212 | ||||||
Amortization expense included in ‘Depreciation and amortization’ in our Consolidated Statements of Operations was approximately $121.7 million, $117.5 million, and $144.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 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.