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Goodwill and Intangibles
3 Months Ended
Mar. 31, 2023
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangibles
11.
GOODWILL AND INTANGIBLES

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 (in thousands):

 

 

 

January 1, 2022

 

 

Year-Ended December 31, 2022

 

 

December 31, 2022

 

 

 

Gross Carrying Amount

 

 

Additions

 

 

Impairments (1)

 

 

Net Book Value

 

Goodwill

 

$

119,941

 

 

$

468

 

 

$

(120,409

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $29.0 million and $90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $0.7 million. As part of the purchase price allocation of the acquisition, $0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $0.5 million was recorded for the three months ended December 31, 2022, which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022.

 

For the year-ended December 31, 2022, total goodwill impairment was approximately $120.4 million. There is no goodwill balance as of December 31, 2023 and March 31, 2023.

 

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and March 31, 2023 (in thousands):

 

 

 

January 1, 2022

 

 

Year-Ended December 31, 2022

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

Gross Carrying Amount

 

 

Additions

 

 

Impairments (1)

 

 

Accumulated Amortization

 

 

Net Book Value

 

Trademarks

 

$

65,910

 

 

 

192

 

 

$

(3,087

)

 

$

(13,008

)

 

$

50,007

 

Non-competition agreement

 

 

111

 

 

 

 

 

 

(31

)

 

 

(80

)

 

 

 

Transition services agreement

 

 

23

 

 

 

 

 

 

 

 

 

(23

)

 

 

 

Customer relationships

 

 

5,700

 

 

 

 

 

 

 

 

 

(950

)

 

 

4,750

 

Other

 

 

700

 

 

 

 

 

 

 

 

 

(700

)

 

 

 

Total intangibles

 

$

72,444

 

 

$

192

 

 

$

(3,118

)

 

$

(14,761

)

 

$

54,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2023

 

 

Three Months Ended March 31, 2023

 

 

March 31, 2023

 

 

March 31, 2023

 

 

 

Gross Carrying Amount

 

 

Additions

 

 

Impairments (2)

 

 

Accumulated Amortization

 

 

Net Book Value

 

Trademarks

 

$

62,202

 

 

 

 

 

$

(16,660

)

 

$

(13,758

)

 

$

31,784

 

Non-competition agreement

 

 

11

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

Transition services agreement

 

 

12

 

 

 

 

 

 

 

 

 

(12

)

 

 

 

Customer relationships

 

 

5,700

 

 

 

 

 

 

 

 

 

(1,092

)

 

 

4,608

 

Other

 

 

700

 

 

 

 

 

 

 

 

 

(700

)

 

 

 

Total intangibles

 

$

68,625

 

 

$

 

 

$

(16,660

)

 

$

(15,573

)

 

$

36,392

 

(1) Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

 

(2) On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts.

The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three month ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations.

 

The following table sets forth the estimated aggregate amortization of the Company’s intangible assets for the next five years and thereafter (amounts in thousands):

 

Remainder of 2023

 

$

3,519

 

2024

 

 

4,672

 

2025

 

 

4,631

 

2026

 

 

4,631

 

2027

 

 

4,631

 

2028

 

 

4,631

 

Thereafter

 

 

9,677

 

Total

 

$

36,392