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Note 11 - Goodwill and Intangible Assets | 9 Months Ended
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Sep. 30, 2022
Notes to Financial Statements |
Goodwill Disclosure [Text Block] | NOTE 11 – Goodwill and Intangible Assets: Goodwill Beginning with the second quarter of fiscal 2022, the Company realigned its reportable segments to Branded Products, Healthcare Apparel and Contact Centers. Refer to Note 10 for further information on the Company’s reportable segments. As a result of this re-segmentation, and in accordance with ASC 350, the Company performed a quantitative goodwill impairment test. During the third quarter of fiscal 2022, the Company determined that a triggering event occurred in relation to the depressed market price of the Company's common stock and corresponding significant decline in the Company’s market capitalization. As a result, the Company performed a quantitative goodwill impairment test. The fair value of goodwill in each impairment test was determined using a combination of an income approach, which estimates fair value based upon projections of future revenues, expenses, and cash flows discounted to their respective present values, and a market approach. The valuation methodology and underlying financial information included in the Company’s determination of fair value required significant judgments by management. The principal assumptions used in the Company’s discounted cash flow analysis consisted of (a) long-term projections of financial performance and (b) the weighted-average cost of capital of market participants, adjusted for the risk attributable to the Company and the industry in which it operates. Under the market approach, the principal assumption included an estimate of a control premium. Based on the goodwill impairment analysis performed, the Company determined that the estimated fair values of the previous Uniforms and Related Products segment and current Branded Products segment were lower than their carrying value primarily as the result of current market conditions, decline in expected cash flows and/or decrease in the Company’s stock price. Consequently, the Company recorded a non-cash goodwill impairment charge of $21.5 million and $45.9 million during the three and nine months ended September 30, 2022, respectively. We have reclassified prior period goodwill disclosures to conform to the current period presentation. The following table presents the carrying amounts of goodwill attributable to each of the Company’s reportable segments (dollars in thousands):
|  | Branded Products |  |  | Healthcare Apparel |  |  | Total |
As of December 31, 2021: |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  | $ | 19,111 |  |  | $ | 20,323 |  |  | $ | 39,434 |
Accumulated impairment losses |  |  | - |  |  |  | - |  |  |  | - |
Net goodwill |  | $ | 19,111 |  |  | $ | 20,323 |  |  | $ | 39,434 |
Additions |  | $ | 6,463 |  |  | $ | - |  |  | $ | 6,463 |
Impairment charge |  |  | (25,595 | ) |  |  | (20,323 | ) |  |  | (45,918 | )
Foreign currency translation |  |  | 21 |  |  |  | - |  |  |  | 21 |
Net goodwill, September 30, 2022 |  | $ | - |  |  | $ | - |  |  | $ | - |
As of September 30, 2022: |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  | $ | 25,595 |  |  | $ | 20,323 |  |  | $ | 45,918 |
Accumulated impairment losses |  |  | (25,595 | ) |  |  | (20,323 | ) |  |  | (45,918 | )
Net goodwill |  | $ | - |  |  | $ | - |  |  | $ | - |
Intangible Assets In conjunction with the Company’s realignment of its reportable segments during the second quarter of 2022, the Company began an effort to centralize certain branding and go-to-market strategies under the BAMKO brand and determined that it would no longer use certain trade names associated with branded products. The Company’s rebranding efforts resulted in a $5.6 million impairment of indefinite-lived trade names related to its Branded Products segment during the nine months ended September 30, 2022. The carrying amounts of indefinite-lived trade names as of September 30, 2022 and December 31, 2021 are summarized as follows (dollars in thousands):
Indefinite-lived Intangible Assets |  | Segment |  |  | Carrying Amount, December 31, 2021 |  |  |  | Impairment Charges |  |  |  | Carrying Amount, September 30, 2022 |
Trade names: |  |  |  |  |  |  |  |  |  |  |  |  |  |
HPI |  | Branded Products |  | $ | 4,700 |  |  | $ | - |  |  | $ | 4,700 |
BAMKO |  | Branded Products |  |  | 8,900 |  |  |  | - |  |  |  | 8,900 |
Public Identity |  | Branded Products |  |  | 470 |  |  |  | (470 | ) |  |  | - |
Tangerine |  | Branded Products |  |  | 3,200 |  |  |  | (3,200 | ) |  |  | - |
Gifts By Design |  | Branded Products |  |  | 1,170 |  |  |  | (1,170 | ) |  |  | - |
Sutter’s Mill |  | Branded Products |  |  | 741 |  |  |  | (741 | ) |  |  | - |
CID Resources |  | Healthcare Apparel |  |  | 14,160 |  |  |  | - |  |  |  | 14,160 |
Total |  | $ | 33,341 |  |  | $ | (5,581 | ) |  | $ | 27,760 |
Intangible assets as of September 30, 2022 and December 31, 2021 are summarized as follows (dollars in thousands):
|  |  |  | September 30, 2022 |  | December 31, 2021 |
Item | Weighted Average Life (In years) |  | Gross Carrying Amount |  | Accumulated Amortization |  | Gross Carrying Amount |  | Accumulated Amortization |
Definite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships (7-15 year life) |  | 11.7 |  | $ | 50,198 |  | $ | (22,114 | ) | $ | 45,198 |  | $ | (18,772 | )
Non-compete agreements (3-7 year life) |  | 5.4 |  |  | 1,712 |  |  | (1,303 | ) |  | 1,536 |  |  | (1,121 | )
Trademarks |  | 10.0 |  |  | 332 |  |  | (57 | ) |  | 275 |  |  | (37 | )
Trade names |  | 2.0 |  |  | 710 |  |  | (148 | ) |  | - |  |  | - |
Total |  |  |  | $ | 52,952 |  | $ | (23,622 | ) | $ | 47,009 |  | $ | (19,930 | )
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade names |  |  |  | $ | 27,760 |  |  |  |  | $ | 33,341 |  |  |  |
Total intangible assets |  |  |  | $ | 80,712 |  | $ | (23,622 | ) | $ | 80,350 |  | $ | (19,930 | )

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