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Goodwill and Other Intangible Assets
9 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
9.
GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The following table provides the changes in the carrying value of goodwill by reportable segment:

 

 

North
America

 

 

International

 

 

Total

 

Balance as of June 30, 2024(1)

 

$

689,468

 

 

$

239,836

 

 

$

929,304

 

Divestiture(2)

 

 

(7,280

)

 

 

 

 

 

(7,280

)

Impairment charges

 

 

(201,518

)

 

 

 

 

 

(201,518

)

Reclassification of goodwill to held for sale(3)

 

 

(10,762

)

 

 

 

 

 

(10,762

)

Translation

 

 

(1,856

)

 

 

4,839

 

 

 

2,983

 

Balance as of March 31, 2025

 

$

468,052

 

 

$

244,675

 

 

$

712,727

 

(1)
The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $7,700 is related to the North America reportable segment and $126,577 is related to the International reportable segment.
(2)
Represents the goodwill assigned to the ParmCrisps® business in connection with the divestiture of such business, which was ascribed on a relative fair value basis. See Note 5, Disposition, for more information.
(3)
Represents the goodwill ascribed to the personal care business in connection with the classification such business as held for sale. See Note 4, Assets And Liabilities Held for Sale, for more information.

As of March 31, 2025, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit within both of the North America and International reportable segments was less than its respective carrying amount, including goodwill. As a result of a significant reduction in actual and projected performance and cash flows, as well as a continued decline in the Company’s market capitalization during the three months ended March 31, 2025, the Company completed an interim quantitative impairment test for goodwill for both its U.S. and Canada reporting units within the North America reportable segment as of March 31, 2025. For the United Kingdom (“U.K”), Western Europe, and Ella’s Kitchen UK reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts, while noting a recent decline in performance within the U.K. reporting units.

During the three months ended March 31, 2025, the Company conducted interim quantitative impairment tests of goodwill for the U.S. and Canada reporting units. The fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach. As of March 31, 2025, the U.S. reporting unit’s carrying amount exceeded its estimated fair value of $690,000, resulting in the recognition of a non-cash impairment charge of $88,712 to reduce the carrying value of the U.S. reporting unit goodwill to $450,503. Aggregate goodwill impairment charges associated with the U.S. reporting unit were $179,979 for the nine months ended March 31, 2025. The Canada reporting unit’s carrying amount exceeded its estimated fair value of $28,549, resulting in the recognition of a non-cash impairment charge of $21,539 to reduce the carrying value of the Canada reporting unit goodwill to $17,549.

The goodwill related to the U.S., Canada and U.K. reporting units is at risk of potential impairment if the fair value of these reporting units, and their associated assets, decrease in value due to the amount and timing of expected future cash flows,

decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record additional impairment charges in future periods.

Other Intangible Assets

The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:

 

March 31, 2025

 

 

June 30, 2024

 

Non-amortized intangible assets:

 

 

 

 

 

 

Trademarks and tradenames(1)

 

$

193,964

 

 

$

195,237

 

Amortized intangible assets:

 

 

 

 

 

 

Other intangibles(2)

 

 

152,114

 

 

 

167,886

 

Less: Accumulated amortization

 

 

(120,603

)

 

 

(118,324

)

Net amortized intangible assets

 

 

31,511

 

 

 

49,562

 

Net other intangible assets

 

$

225,475

 

 

$

244,799

 

(1)
The gross carrying value of trademarks and tradenames is reflected net of $254,890 and $251,551 of accumulated impairment charges as of March 31, 2025 and June 30, 2024, respectively.
(2)
The reduction in carrying value of other intangible assets as of March 31, 2025 reflected accumulated non-cash impairment charges of $30,326 and $17,032 recognized as of March 31, 2025 and June 30, 2024, respectively.

During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $15,733 within its North America reportable segment related to its personal care intangible assets, primarily Avalon Organics® JASON®, and Live Clean® trademarks and tradenames. The assets are part of the North America reportable segment and have a remaining aggregate carrying amount of nil as of March 31, 2025.

During the three months ended March 31, 2024, the Company recorded a non-cash impairment charge of $10,797 related to Thinsters® indefinite and definite lived intangible assets in connection with the probable sale of its Thinsters® cookie business.

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $12,815 and $8,000 for the personal care tradenames and the ParmCrisps® trademark, respectively, to reduce the carrying amounts of such intangible assets to their estimated fair values of $13,000 and nil, respectively, as a result of further expected decline in the actual and projected performance and cash flows.

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $10,586 to reduce the carrying amount of the ParmCrisps® customer relationships to their estimated fair value. Impairment charges were recorded within intangibles and long-lived asset impairment on the Consolidated Statements of Operations. The customer relationship intangible asset was part of the North America reportable segment and was fully impaired as of March 31, 2024.

Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years. The weighted average remaining amortization period of amortized intangible assets is 8.2 years.

Amortization expense included in the consolidated statements of operations is as follows:

 

Three Months Ended
March 31,

 

 

Nine Months Ended
March 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Amortization of acquired intangibles

 

$

1,243

 

 

$

1,255

 

 

$

5,176

 

 

$

4,719