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Note 8 - Goodwill and Other Intangible Assets | 12 Months Ended
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Dec. 31, 2023
Notes to Financial Statements |
Goodwill and Intangible Assets Disclosure [Text Block] | 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of our reporting units and indefinite-lived intangible assets to their respective carrying values. For goodwill, we estimated the fair value of each reporting unit by weighing the results of the income and market approaches. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, discount rates, and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and future profitability of our business. When performing the income approach, we utilize the present value of cash flows to estimate fair value. The future cash flows for our reporting units were projected based on our estimates, at that time, of future revenues, operating income, and other factors (such as working capital and capital expenditures). The discount rates used were based on a weighted-average cost of capital determined from relevant market comparisons and take into consideration the risk and nature of the respective reporting unit's cash flows. For the market approach, we use the guideline public company method which relies upon valuation multiples derived from stock prices and enterprise values of publicly traded companies that are comparable to the reporting unit being evaluated. To further confirm fair value, we compare the aggregate fair value of our reporting units to our total market capitalization. The fair value of our trade names was determined based on the income approach using the Relief from Royalty Method. This method requires us to estimate the future revenues for the related brands, the appropriate royalty rate, and the weighted-average cost of capital. We consider the assumptions used in our determination of the estimated fair value of our reporting units and indefinite-lived intangible assets to be reasonable and comparable to those that would be used by other marketplace participants; however, actual events and results could differ substantially from the estimates used in our valuations. These assumptions include, among other things, estimating future cash flows, including projected revenue and operating results, as well as selecting appropriate discount rates, pricing multiples, and an assumed royalty rate. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the fair value of our goodwill and other intangible assets, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, expected growth rates, cost containment and margin expansion, business plans, market position, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances such as supply chain disruptions and the loss of key customers could negatively affect key assumptions used for the recent fair value test and potentially result in goodwill impairment. After completing our annual impairment test for each reporting unit and our indefinite-lived intangible assets during the fourth quarter of 2023 and 2022, we concluded there was no impairment in either of these years. We did not have any reporting units that were at risk of failing the first step of the goodwill impairment test. The estimated fair values of the Wholesale and the Retail reporting unit exceeded their carrying amounts at the date of testing by more than 20% for both 2023 and 2022. The amount of our goodwill that is deductible for tax purposes is $47.0 million. The changes in the carrying amount of goodwill are as follows:
($ in thousands) |  | 2023 |  |  | 2022 |
Goodwill balance at beginning of the year |  | $ | 50,246 |  |  | $ | 50,246 |
Sale of Business (1) |  |  | (2,402 | ) |  |  | - |
Goodwill balance at end of the year (2) |  | $ | 47,844 |  |  | $ | 50,246 |
(1) Relates to the divesture of the Servus brand during the year ended December 31, 2023, see Note 4 for additional information. (2) As of December 31, 2023, goodwill allocated to our Wholesale and Retail reporting segments was $23.0 million and $24.8 million, respectively. As of December 31, 2022, goodwill allocated to our Wholesale and Retail reporting segments was $25.4 million and $24.8 million, respectively. No goodwill was allocated to our Contract Manufacturing segment for either period presented. A schedule of identified intangible assets is as follows:
|  | Gross |  |  | Accumulated |  |  | Carrying |
($ in thousands) |  | Amount |  |  | Amortization |  |  | Amount |
December 31, 2023 |  |  |  |  |  |  |  |  |  |  |  |
Trademarks (1) |  | $ | 78,654 |  |  |  | - |  |  | $ | 78,654 |
Patents |  |  | 895 |  |  | $ | 845 |  |  |  | 50 |
Customer relationships (2) |  |  | 41,659 |  |  |  | 7,745 |  |  |  | 33,914 |
Total Intangibles |  | $ | 121,208 |  |  | $ | 8,590 |  |  | $ | 112,618 |
(1) Servus trademarks were reduced from approximately $2.5 million to zero at March 30, 2023 as a result of the sale of the Servus brand (see Note 4). (2) Customer relationships relating to the Servus brand of approximately $4.3 million and related amortization of approximately $0.6 million were reduced to zero at March 30, 2023 as a result of the sale of the Servus brand (see Note 4).
|  | Gross |  |  | Accumulated |  |  | Carrying |
($ in thousands) |  | Amount |  |  | Amortization |  |  | Amount |
December 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Trademarks (1) |  | $ | 81,199 |  |  |  | - |  |  | $ | 81,199 |
Patents |  |  | 895 |  |  | $ | 826 |  |  |  | 69 |
Customer relationships (2) |  |  | 46,006 |  |  |  | 5,492 |  |  |  | 40,514 |
Total Intangibles |  | $ | 128,100 |  |  | $ | 6,318 |  |  | $ | 121,782 |
(1) NEOS trademarks were reduced from approximately $0.6 million to zero at December 31, 2022 as a result of the sale of the NEOS bran d (see Note 5 ). (2) Customer relationships relating to the NEOS brand of approximately $0.9 million and related amortization of approximately $0.1 million were reduced to zero at December 31, 2022 as a result of the sale of the NEOS br and (see Note 5 ). The weighted average remaining life for our patents is 6.0 years. A schedule of approximate amortization expense related to finite-lived intangible assets for the twelve months ended December 31, 2023, 2022 and 2021 is as follows:
|  | Twelve Months Ended |
|  | December 31, |
($ in thousands) |  | 2023 |  |  | 2022 |  |  | 2021 |
Amortization expense |  | $ | 2,878 |  |  | $ | 3,131 |  |  | $ | 2,514 |
A schedule of approximate expected remaining amortization expense related to finite-lived intangible assets for the years ending December 31 is as follows:
|  | Amortization |
($ in thousands) |  | Expense |
2024 |  |  | 2,795 |
2025 |  |  | 2,790 |
2026 |  |  | 2,788 |
2027 |  |  | 2,785 |
2028 |  |  | 2,781 |
2029+ |  |  | 20,025 |

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