v3.25.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2025 and 2024, are as follows:

(in thousands)

 

Branded Services

 

 

Experiential Services

 

 

Retailer Services

 

 

Total

 

Gross carrying amount at December 31, 2023

 

$

252,809

 

 

$

239,427

 

 

$

217,955

 

 

$

710,191

 

Impairment charge

 

 

(233,170

)

 

 

 

 

 

 

 

 

(233,170

)

Gross carrying amount at December 31, 2024

 

 

19,639

 

 

 

239,427

 

 

 

217,955

 

 

 

477,021

 

Impairment charge

 

 

(13,128

)

 

 

 

 

 

(23,457

)

 

 

(36,585

)

Divestiture

 

 

(1,536

)

 

 

 

 

 

 

 

 

(1,536

)

Gross carrying amount at December 31, 2025

 

$

4,975

 

 

$

239,427

 

 

$

194,498

 

 

$

438,900

 

In connection with the Company’s annual impairment assessment performed as of October 1, 2025, the Company concluded that the estimated fair value of the Branded Services and Merchandising reporting units were below their carrying amount. The decline in estimated fair value primarily reflected higher discount rates driven by increases in market-based inputs, including risk-free rates and equity risk premiums, as well as updated valuation multiples for comparable publicly traded companies. The assessment also incorporated revised prospective financial information reflecting current expectations for revenue growth, margin performance, and operating cost trends. As a result, the Company recorded non-cash goodwill impairment charges of $13.1 million and $23.5 million for the Branded Services and Merchandising reporting units, which fully eliminated the remaining goodwill associated with both reporting units. These charges are reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2025, the Branded Services, Experiential Services, and Retailer Services segments had accumulated impairment charges of $969.0 million, $308.2 million, and $1,012.1 million, respectively. As of December 31, 2024, the Branded Services, Experiential Services, and Retailer Services segments had accumulated impairment charges of $955.8 million, $308.2 million, and $988.6 million, respectively.

Based on the annual goodwill impairment assessment performed as of October 1, 2025, no impairment charges were recorded for the Experiential Services or Retailer Agencies reporting units.

During the second quarter of fiscal year 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a goodwill impairment charge of $99.7 million related to the Company's Branded Agencies reporting unit goodwill during the year ended December 31, 2024, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

During the fourth quarter of fiscal year 2024, the Company identified a triggering event that required an impairment assessment of goodwill for the Branded Services reporting unit. The triggering event was due to the loss of clients and a reduction in the scope of client services as the Company’s clients implemented internal cost reduction initiatives in response to challenges in the broader markets in which they operate. As a result of the goodwill impairment test, the Company recognized a goodwill impairment charge of $133.5 million related to the Branded Services reporting unit during the year ended December 31, 2024. This charge is reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. As a

result of this charge, the Branded Services segment had accumulated impairment losses to goodwill of $955.8 million as of December 31, 2024.

The following tables set forth information for intangible assets:

 

 

 

 

December 31, 2025

 

(amounts in thousands)

 

Weighted Average Useful Life

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Accumulated
Impairment Charges

 

 

Net Carrying
Value

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client relationships

 

14 years

 

$

2,256,367

 

 

$

1,722,227

 

 

$

 

 

$

534,140

 

Trade names

 

10 years

 

 

88,600

 

 

 

71,213

 

 

 

 

 

 

17,387

 

Total finite-lived intangible assets

 

 

 

 

2,344,967

 

 

 

1,793,440

 

 

 

 

 

 

551,527

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

 

 

 

1,480,000

 

 

 

 

 

 

1,037,600

 

 

 

442,400

 

Total other intangible assets

 

 

 

$

3,824,967

 

 

$

1,793,440

 

 

$

1,037,600

 

 

$

993,927

 

 

 

 

 

 

December 31, 2024

 

(amounts in thousands)

 

Weighted Average Useful Life

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Accumulated
Impairment Charges

 

 

Net Carrying
Value

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Client relationships

 

14 years

 

$

2,256,382

 

 

$

1,559,551

 

 

$

 

 

$

696,831

 

Trade names

 

10 years

 

 

88,600

 

 

 

62,353

 

 

 

 

 

 

26,247

 

Total finite-lived intangible assets

 

 

2,344,982

 

 

 

1,621,904

 

 

 

 

 

 

723,078

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

 

 

 

1,480,000

 

 

 

 

 

 

870,500

 

 

 

609,500

 

Total other intangible assets

 

$

3,824,982

 

 

$

1,621,904

 

 

$

870,500

 

 

$

1,332,578

 

Intangible assets, along with the related accumulated amortization, are removed from the table above at the end of the fiscal year they become fully amortized.

As of December 31, 2025, estimated future amortization expenses of the Company’s finite-lived intangible assets are as follows:

(in thousands)

 

 

 

2026

 

$

169,131

 

2027

 

 

167,500

 

2028

 

 

133,069

 

2029

 

 

76,636

 

2030

 

 

3,442

 

Thereafter

 

 

1,749

 

Total amortization expense

 

$

551,527

 

 

The Company records intangible assets at their respective fair values and assesses the estimated useful lives of the assets at the time of acquisition. Client relationships were valued using the multi-period excess earnings method under the income approach. The values of client relationships are generally regarded as the estimated economic benefit derived from the incremental revenues and related cash flows as a direct result of the client relationships in place versus having to replicate them. Further, the Company evaluated the legal, regulatory, contractual, competitive, economic or other factors in determining the useful life. Trade names were valued using the relief-from-royalty method under the income approach. This method relies on the premise that, in lieu of ownership, a company would be willing to pay a royalty to obtain access to the use and benefits of the trade names. The Company has considered its trade name related to the 2014 Topco Acquisition to be indefinite, as there is no foreseeable limit on the period of time over which such trade names are expected to contribute to the cash flows of the reporting entity.

Amortization expenses included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 were $171.6 million, $177.3 million, and $186.8 million, respectively.

During the fourth quarter of December 31, 2025, the Company recognized an intangible asset impairment charge of $167.1 million related to the Company's indefinite-lived trade name, in connection with the Company’s annual impairment assessment.

During the fourth quarter of December 31, 2024, the Company recognized an intangible asset impairment charge of $42.0 million as a result of the triggering event for the Branded Services reporting unit.

During the year ended December 31, 2023, the Company recognized an intangible asset impairment charge of $43.5 million related to the Company's indefinite-lived trade name, in connection with the Company’s deconsolidation of its European joint venture and planned disposition of its foodservice businesses (as further described in Note 1—Organization and Significant Accounting Policies and Note 2—Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture.