Goodwill & Intangible Assets

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Note 4. Goodwill & Intangible Assets

Goodwill and Impairment

During the second quarter of 2025, the Company assessed several events and circumstances, including a larger than expected decline in the Company's revenue and bookings primarily due to the rapidly changing macro-economic conditions resulting from reductions in U.S. federal research funding, reductions in research and development spending by larger pharmaceutical customers, and new import tariffs. As a result, the Company concluded it was more likely than not that that the fair value of its then single reporting unit was less than its carrying value and performed a quantitative impairment test for its goodwill. The Company estimated the implied fair value of its reporting unit using a market valuation approach, which included inputs such as the Company's quoted stock price. As a result of the quantitative test, the Company concluded that the goodwill arising from the acquisition of Emission was fully impaired and recorded an impairment charge of $6.4 million.

At September 30, 2025 and December 31, 2025, the Company performed additional quantitative interim impairment tests as result of continued events and circumstances that indicated its remaining goodwill could be impaired. The Company estimated its reporting units' implied fair values based on an income valuation approach using Level 3 inputs, which used estimates including: projected revenues and expenses, obsolescence rates, customer retention rates, a discount rate, and certain published or readily available industry benchmark data. As a result of these quantitative tests, the Company determined that its goodwill was not impaired as of either date.

The Company performed its annual impairment test as of October 1, 2025 and concluded its goodwill was not impaired. The annual impairment test utilized a qualitative analysis since an interim impairment test had been performed immediately prior to the annual test and no additional events or changes in circumstances occurred between the interim test and annual test.

Changes in the carrying amount of goodwill are as follows (in thousands):


	Total Goodwill
Balance as of December 31, 2024	$	—
Acquisition of Emission (1)	$	6,374
Goodwill impairment	$	(6,374)
Acquisition of Akoya, including measurement period adjustments (1)	$	26,376
Balance as of December 31, 2025	$	26,376

(1) Refer to Note 3 - Acquisitions.

Intangible Assets, Long-Lived Assets, and Impairment

As a result of the acquisitions of Akoya and Emission, the Company reassessed its asset groups. Primarily due to management's updated expectations of how it plans to deploy and recover the costs of its assets, the Company determined the assets acquired in the Akoya and Emission acquisitions would each become their own asset group, along with vacant leased facilities which are each evaluated as separate asset groups for the purposes of assessing recoverability.

Prior to performing each of its goodwill impairment tests, the Company tested the recoverability of its long-lived assets. The Company utilized an undiscounted cash flow analysis to determine if the cash flows expected to be generated by each of its asset groups over the remaining estimated useful lives of each group's primary asset were sufficient to recover the carrying value of each asset group. Significant assumptions that form the basis of the forecasted results utilized to calculate undiscounted cash flows include: projected revenues and expenses and market conditions related to these assets. The Company also estimated the disposal value of certain asset groups by relying on a market based valuation approach using Level 2 inputs. Collectively, these assumptions and estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that have been deemed reasonable by the Company. Changes in the estimates or assumptions used could materially affect the determination of recoverability. Potential events and circumstances that could have an adverse impact on the Company's estimates and assumptions include, but are not limited to, lower than expected bookings growth, increases in costs, and other macroeconomic factors.

As of December 31, 2025, the Company concluded that none of its intangible or other long-lived assets were impaired, other than a portion of its operating lease right of use assets as described in Note 15 - Leases.

Should economic conditions deteriorate further or remain depressed for a prolonged period of time, estimates of future cash flows for each of the Company’s asset groups may be insufficient to support their carrying value, requiring an impairment. Impairment charges, if any, may be material to the results of operations and financial position.

Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts):


		As of December 31, 2025
	Estimated Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Cumulative Translation Adjustment		Net Carrying Value		Weighted Average Life Remaining (in years)
Definite-lived intangible assets:
Developed technology	7.0 - 14.0	$	114,150	$	(7,596)	$	—	$	106,554	9.6
Know-how	8.5	13,000		(8,445)		(1,470)		3,085		2.0
Customer relationships	8.5 - 10.0	4,260		(1,408)		(4)		2,848		8.5
Non-compete agreements	5.5	340		(340)		—		—		—
Trade names	3.0	50		(50)		—		—		—
Total definite-lived intangible assets		131,800		(17,839)		(1,474)		112,487
Indefinite-lived intangible assets:
In-process research and development		19,300		—		—		19,300
Total intangible assets		$	151,100	$	(17,839)	$	(1,474)	$	131,787


		As of December 31, 2024
	Estimated Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Cumulative Translation Adjustment		Net Carrying Value		Weighted Average Life Remaining (in years)
Definite-lived intangible assets:
Know-how	8.5	$	13,000	$	(7,057)	$	(2,093)	$	3,850	3.0
Developed technology	7.0	1,650		(1,645)		—		5		0.1
Customer relationships	8.5 - 10.0	1,360		(1,166)		(18)		176		3.1
Non-compete agreements	5.5	340		(285)		(55)		—		—
Trade names	3.0	50		(50)		—		—		—
Total intangible assets		$	16,400	$	(10,203)	$	(2,166)	$	4,031

The Company recorded amortization expense of $7.6 million, $1.6 million, and $1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization of know-how and developed technology is recorded in cost of goods sold, and amortization of customer relationships, non-compete agreements, and trade names is recorded in selling, general and administrative on the Consolidated Statements of Operations.

Future estimated amortization expense is as follows (amounts in thousands):


	As of December 31, 2025
2026	$	13,258
2027	13,236
2028	11,686
2029	11,656
2030	11,656
Thereafter	50,995
Total amortization expense	$	112,487