v3.25.2
Goodwill and Other Intangible Assets
6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
As of each balance sheet date, other intangible assets consisted of the following:
June 30, 2025December 31, 2024
(in thousands)Weighted-average amortization periodGross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
Customer relationships15 years$4,197,480 $(2,510,946)$1,686,534 $4,197,480 $(2,370,865)$1,826,615 
Provider network15 years896,800 (542,066)354,734 896,800 (512,172)384,628 
Technology6 years21,850 (10,682)11,168 21,850 (8,940)12,910 
Trade names9 years2,670 (1,295)1,375 2,670 (1,170)1,500 
Non-compete5 years1,000 (430)570 1,000 (330)670 
Total$5,119,800 $(3,065,419)$2,054,381 $5,119,800 $(2,893,477)$2,226,323 
Goodwill for the three and six months ended June 30, 2025 and 2024 was as follows:
($ in thousands)20252024
Balance as of December 31 (Prior Year)
Goodwill$4,486,923 $4,486,923 
Accumulated impairment losses$(2,083,783)$(657,921)
$2,403,140 $3,829,002 
Goodwill acquired during period$— $— 
Impairment Losses$— $(516,350)
Balance as of March 31$2,403,140 $3,312,652 
Goodwill acquired during period$— $— 
Impairment Losses$— $(553,701)
Balance as of June 30
Goodwill$4,486,923 $4,486,923 
Accumulated impairment losses$(2,083,783)$(1,727,972)
$2,403,140 $2,758,951 
The goodwill arose from the acquisition of the Company in 2016 by Polaris Investment Holdings, L.P. ("Holdings"), the HSTechnology Solutions, Inc. ("HST") acquisition in 2020, the Discovery Health Partners ("DHP") acquisition in 2021 and the BST acquisition in 2023. The carrying value of goodwill was $2,403.1 million and $2,403.1 million as of June 30, 2025 and December 31, 2024, respectively. No impairment was recorded in the six month ended June 30, 2025.
During the three months ended March 31, 2024
During the three months ended March 31, 2024, we concluded that the significant declines in our stock price and market capitalization during the month of March 2024 represented a triggering event and therefore performed an impairment assessment of goodwill and indefinite-lived intangible assets as of March 31, 2024.
The estimated fair value of our indefinite-lived trade names was less than their carrying value and as a result a loss on impairment of $2.7 million was recorded during the three months ended March 31, 2024.
The quantitative assessment of our goodwill as of March 31, 2024 indicated that the estimated fair value of the reporting unit was less than its carrying value, and as a result a loss on impairment of $516.4 million was recorded during the three months ended March 31, 2024. The loss on impairment of goodwill and intangible assets was primarily due to the use of a higher discount rate in response to significant declines in the stock price, and lower EBITDA multiples. There were no material changes in the forecasted revenues and expenses utilized in the analysis compared to November 1, 2023.
During the three months ended June 30, 2024
We concluded that the significant declines in our stock price and market capitalization during the three months ended June 30, 2024, along with revised forecasts, represented triggering events and therefore performed an impairment assessment of goodwill and indefinite-lived intangible assets as of June 30, 2024.
No impairment was recorded for our indefinite-lived trade names during the three months ended June 30, 2024 as their fair value exceeded their carrying value.
The quantitative assessment of our goodwill as of June 30, 2024 indicated that the estimated fair value of the reporting unit was less than its carrying value, and as a result a loss on impairment of $553.7 million was recorded during the three months ended June 30, 2024. This loss on impairment of goodwill was primarily due to the use of lower projected cash flows, lower EBITDA multiples and the use of a higher discount rate in response to the estimation uncertainty of our cash flow projections.
Of this impairment charge, $522.1 million is permanently nondeductible for income tax purposes resulting in an income tax expense of $109.6 million. The impairment charge is treated as a discrete item for the three months ended June 30, 2024, which impacted our effective tax rate versus our statutory tax rate.
Impairment losses are included in Loss on impairment of goodwill and intangible assets in the accompanying unaudited condensed consolidated statements of loss and comprehensive loss.