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Goodwill and Intangible Assets, Net
6 Months Ended
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net

9. Goodwill and Intangible Assets, Net

Goodwill

Goodwill represents the excess of purchase price over the assigned fair values of the assets acquired and liabilities assumed in connection with the acquisition of Picky Bars. The carrying amount of goodwill attributed to the acquisition of Picky Bars was $6,486,000 as of the acquisition date.

Goodwill is reviewed for impairment annually at December 31. In testing goodwill for impairment, the Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more-likely-than-not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, the Company evaluates factors such as industry and market conditions, cost factors, overall financial performance, and other relevant entity specific events and changes. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, or if the Company chooses not to perform the qualitative assessment, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company considered the current and expected future economic and market conditions and their impact on the Company, as well as the current market capitalization.

In the last month of the first quarter of 2022, management determined the sustained decline in stock price, coupled with changes in market conditions, was a triggering event. The Company performed a qualitative and quantitative analysis on the Company's goodwill for impairment, concluding that the fair value of goodwill as calculated using a discounted cash flow model exceeds the carrying value, this indicating that goodwill is impaired. As such, the Company recorded a goodwill impairment of $0 and $6,486,000 for the three and six months ended June 30, 2022, respectively.

Intangible Assets, Net

Intangible Assets, net is comprised of the following:

 

 

June 30,
2022

 

 

December 31,
2021

 

Trade names (10 years)

 

$

2,190,083

 

 

$

2,530,000

 

Customer relationships (10 years)

 

 

371,898

 

 

 

1,990,000

 

Recipes (10 years)

 

 

330,000

 

 

 

330,000

 

Social media agreements (3 years)

 

 

80,000

 

 

 

80,000

 

Software (3-15 years)

 

 

345,067

 

 

 

188,662

 

Amortizable intangible assets

 

 

3,317,048

 

 

 

5,118,662

 

Accumulated amortization

 

 

(239,112

)

 

 

(411,908

)

Amortizable intangible assets, net

 

 

3,077,936

 

 

 

4,706,754

 

Licensing agreements (indefinite)

 

 

132,100

 

 

 

132,100

 

Total Intangible assets, net

 

$

3,210,036

 

 

$

4,838,854

 

The weighted-average useful life of all the Company’s intangible assets is 8.2 years.

For the three and six months ended June 30, 2022, amortization expense was $103,741 and $245,223, respectively. For the three and six months ended June 30, 2021, amortization expense was $98,533 and $103,803, respectively.

During the three and six months ended June 30, 2022, the Company assessed whether a triggering event has occurred which would require interim impairment testing long-lived intangible assets for impairment. In the first quarter of 2022, the Company determined that a triggering event had occurred which would require an interim impairment test to be performed. In conjunction with the goodwill qualitative and quantitative assessment performed, the Company performed a quantitative assessment of intangible assets acquired in the business combination with Picky Bars, and recorded impairment of the related long-lived intangible assets of $0 and $1,540,000 for the three and six months ended June 30, 2022, respectively.

Intangible assets are amortized using the straight-line method over estimated useful lives ranging from three to fifteen years. The estimated amortization expense for each of the next five years and thereafter is as follows:

2022 (excluding the six months ended June 30, 2022)

 

$

208,264

 

2023

 

 

415,746

 

2024

 

 

359,875

 

2025

 

 

306,502

 

2026

 

 

296,407

 

Thereafter

 

 

1,491,142

 

 

 

$

3,077,936