Ginkgo Bioworks Holdings Inc

8. Goodwill and Intangible Assets, net

During the year ended December 31, 2024, due to a sustained decrease in the market price of the Company's Class A common stock and market capitalization, the Company identified that an indicator of impairment was present during the second quarter of 2024. As such, the Company completed a quantitative impairment test related to its Cell Engineering reporting unit. To conduct the impairment test of goodwill, the estimated fair value of the reporting unit was compared to its carrying value. The estimated fair value of the reporting unit was determined using a weighted approach that considered a discounted cash flow (“DCF”) model under the income approach and the guideline public company (“GPC”) method under the market approach. Significant inputs used in the DCF model included the projected future operating results of the reporting unit and the applicable discount rate, while inputs used in the GPC method consisted of a revenue multiple. The projected future operating results were based on historical experience and internal annual operating plans reviewed by management, extrapolated over the forecast period. The discount rate was determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit. The revenue multiple was based on the GPC method using comparable publicly traded company multiples of revenue for a group of benchmark companies. The DCF method was weighted 75% and the GPC 25%. The fair value measurement of the reporting unit is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs. The Company reconciled the resulting fair value of its reporting unit to the market capitalization of the Company to corroborate the fair value estimate used in the impairment test.

The result of the interim impairment test indicated that the estimated fair value of the reporting unit was less than its carrying value. As a result, the Company fully impaired goodwill and recorded an impairment loss of $47.9 million in the second quarter of 2024 and for the year ended December 31, 2024.

Changes in the carrying amount of goodwill consisted of the following (in thousands):

(1)Primarily related to the Zymergen acquisition. See Note 4 for a description.

Intangible assets, net consisted of the following (in thousands):

(1)Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments.

During the year ended December 31, 2024, the increase in gross intangible assets was primarily attributable to the acquisition of $18.2 million in developed technology from AgBiome, partially offset by a $8.3 million decrease in developed technology intangible assets due to the deconsolidation of Altar (see Note 4).

During the year ended December 31, 2023, gross intangible assets decreased $16.7 million due to the deconsolidation of Zymergen (see Note 4).

Amortization expense was $18.0 million, $15.7 million and $5.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The estimated future amortization expense for intangible assets remaining as of December 31, 2024 is as follows (in thousands):