Post-effective amendment to a registration statement that is not immediately effective upon filing

Intangible Assets, Net

v3.22.1
Intangible Assets, Net
12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET

9. INTANGIBLE ASSETS, NET

The Company has acquired cannabis-related licenses as part of a business combination with a gross value of approximately $19,000, which have indefinite useful lives as they are expected to generate economic benefit to the Company in perpetuity. In addition, as part of the Herbal Brand acquisition in 2019, the Company acquired finite-lived intangible assets with a gross value of approximately $7,091. During the years ended December 31, 2021 and 2020 the Company recorded approximately $1,162 and $1,231, respectively, of amortization related to its finite-lived intangible assets.

The following tables present details of the Company’s total intangible assets as of December 31, 2021 and December 31, 2020.

The value of product formulation intangible asset is included in the value of Brand:

 

December 31, 2021

   

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Weighted- Average
Useful Life
(in Years)

Finite-lived intangible assets:

 

 

   

 

   

 

     

Customer contracts

 

$

925

 

$

925

 

$

 

0.0

Customer relationships

 

 

1,000

 

 

487

 

 

513

 

3.4

Customer list

 

 

650

 

 

346

 

 

304

 

2.3

Brand

 

 

4,516

 

 

1,216

 

 

3,300

 

7.3

Total finite-lived intangible assets

 

$

7,091

 

$

2,974

 

$

4,117

   
   

 

   

 

   

 

     

Indefinite-lived intangible assets:

 

 

   

 

   

 

     

Licenses

 

$

19,000

 

 

N/A

 

$

19,000

   

Total indefinite-lived intangible assets

 

$

19,000

 

 

N/A

 

$

19,000

   

Total intangible assets

 

$

26,091

 

$

2,974

 

$

23,117

   
 

December 31, 2020

   

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Weighted-Average
Useful Life
(in Years)

Finite-lived intangible assets:

 

 

   

 

   

 

     

Customer contracts

 

$

925

 

$

525

 

$

400

 

0.5

Customer relationships

 

 

1,000

 

 

304

 

 

696

 

4.4

Customer list

 

 

650

 

 

217

 

 

433

 

3.3

Brand

 

 

4,516

 

 

766

 

 

3,750

 

8.3

Total finite-lived intangible assets

 

$

7,091

 

$

1,812

 

$

5,279

   
   

 

   

 

   

 

     

Indefinite-lived intangible assets:

 

 

   

 

   

 

     

Licenses

 

$

19,000

 

 

N/A

 

$

19,000

   

Total indefinite-lived intangible assets

 

$

19,000

 

 

N/A

 

$

19,000

   

Total intangible assets

 

$

26,091

 

$

1,812

 

$

24,279

   

Annual Impairment Testing

In conjunction with the annual impairment testing, see Note 10, the Company reviewed finite-lived intangible assets for impairment. In performing such review, the Company makes judgments about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that an impairment may exist. The Company recognizes an impairment if the carrying amount of the long-lived asset group exceeds the Company’s estimate of the asset group’s undiscounted future cash flows.

Significant assumptions used in the impairment analysis include financial projections of free cash flow (including assumptions about revenue projections, regulations, operating margins, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods and discount rates. For our intangible assets related to the Cannabinoid segment, our estimated revenue projections reflect that Decree 811 that was followed by the passing of the Regulation 227 in February 2022 is expected to be further resolved to allow us to export cannabis flower from Colombia starting 2023.

Indefinite-lived intangible assets, consisting of certain of the Company’s licenses, were reviewed for the annual impairment assessment during the fourth quarter of 2021 similar to goodwill, in accordance with ASC 350.

For the year ended December 31, 2021 and 2020, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets as a result of the annual impairment testing.

The Company calculated the fair value of the operating segments using discounted estimated future cash flows. The weighted-average cost of capital used in testing the reporting unit for impairment was 14%, with a perpetual growth rate of 2% – 3%.

2020 Interim Impairment Testing

In conjunction with the impairment testing performed as of March 31, 2020 (refer to Note 10 for more detail) the Company reviewed finite-lived intangible assets for impairment. In performing such review, the Company made judgement about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that an impairment may exist. The Company recognizes an impairment if the carrying amount of the long-lived asset group exceeds the Company’s estimate of the asset group’s undiscounted future cash flow. Indefinite-lived intangibles assets, consisting of certain of the Company’s licenses, were reviewed as part of the impairment assessment during the first quarter 2020 similar to goodwill, in accordance with ASC 350. The Company did not recognize an impairment related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets as a result of the impairment assessments performed as of March 31, 2020.

GNC Holdings, Inc. Bankruptcy

On June 23, 2020, GNC Holdings, Inc. (“GNC”) and its affiliates filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware. In September 2020, a bankruptcy court judge approved the sale of GNC to an investor with the transaction expected to close by the end of the year. Herbal Brands has engaged legal counsel to provide advice with respect to Herbal Brands’ rights under the Bankruptcy Code, prepare and file proof(s) of claim by the applicable bar date established by the Court, and otherwise enforce Herbal Brands’ rights in the Court and in connection with any sale transaction or plan of reorganization pursued by GNC. The Company also reviewed the unpaid inventory balances at GNC and determined that a reserve of approximately $86 was necessary for the inventory, which the Company recorded during the second quarter of 2020. Additionally, the Company reviewed the useful life of a finite-lived intangible asset related to the GNC contract, which was acquired during the Herbal Brands acquisition. Following the review, the Company determined that accelerating the period over which the useful life of this intangible asset is amortized was appropriate following its impairment analysis in the first quarter of 2020. The life of the finite lived intangible asset related to the GNC contract was reduced to 12 months from the date of the bankruptcy filing given the uncertainty around the future of GNC. During the third quarter of 2020, the Company was able to recover balances due from GNC and as a result no reserves were recorded as of December 31, 2020. In the third quarter of 2020, substantially all of the assets of GNC were sold to Harbin Pharmaceutical Group Holding Corp. Ltd., and GNC emerged from Chapter 11 of the Bankruptcy Code.

Amortization Expense

The following table reflects the estimated future amortization expense for each period presented for the Company’s finite-lived intangible assets as of December 31, 2021:

 

Estimated Amortization Expense

2022

 

$

795

2023

 

 

715

2024

 

 

542

2025

 

 

542

2026

 

 

482

Thereafter

 

 

1,041

Total

 

$

4,117