XML 31 R17.htm IDEA: XBRL DOCUMENT
v3.22.0.1

GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended
--- | ---
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company’s intangible assets consist of the following (in thousands):
| Year Ended December 31,
| 2021 |  | 2020
| Gross |  | Impairment |  | Accumulated Amortization |  | Net |  | Gross |  | Impairment |  | Accumulated Amortization |  | Net
Goodwill | $ | 30,271 |  |  | $ | — |  |  | $ | — |  |  | $ | 30,271 |  |  | $ | 49,371 |  |  | $ | (19,100) |  |  | $ | — |  |  | $ | 30,271 |
Indefinite -lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade names (1) | 49,600 |  |  | — |  |  | — |  |  | 49,600 |  |  | 50,600 |  |  | (1,000) |  |  | — |  |  | 49,600 |
Finite -lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Licenses | 15,847 |  |  | — |  |  | (11,198) |  |  | 4,649 |  |  | 15,847 |  |  | — |  |  | (10,742) |  |  | 5,105 |
Trade names (1) | 51,856 |  |  | (2,546) |  |  | (23,829) |  |  | 25,481 |  |  | 52,030 |  |  | — |  |  | (20,874) |  |  | 31,156 |
Customer relationships | 177,245 |  |  | (11,766) |  |  | (65,863) |  |  | 99,616 |  |  | 177,801 |  |  | — |  |  | (54,008) |  |  | 123,793 |
Other | 6,566 |  |  | (448) |  |  | (3,057) |  |  | 3,061 |  |  | 6,582 |  |  | — |  |  | (2,482) |  |  | 4,100 |
Total | $ | 331,385 |  |  | $ | (14,760) |  |  | $ | (103,947) |  |  | $ | 212,678 |  |  | $ | 352,231 |  |  | $ | (20,100) |  |  | $ | (88,106) |  |  | $ | 244,025 |
(1) During 2020, as part of the Company’s annual impairment analysis of indefinite-lived trade names it was determined that certain of the Company’s trade names, previously estimated to contribute to cash flows indefinitely, have definite lives. Accordingly, these trade names were reclassified from indefinite-lived to finite-lived or amortizable intangible assets as of October 1, 2020. These trade names are being amortized over an estimated useful life of 18 years. A summary of the activities related to the Company’s intangible assets for the years ended December 31, 2021, 2020 and 2019 consists of the following (in thousands):
| Intangible Assets |  | Goodwill |  | Total Intangible Assets and Goodwill
Goodwill and Intangible Assets, December 31, 2018 | $ | 247,157 |  |  | $ | 91,690 |  |  | $ | 338,847 |
Purchase price adjustment | — |  |  | 972 |  |  | 972 |
Foreign currency translation adjustment | 786 |  |  | (301) |  |  | 485 |
Amortization | (16,843) |  |  | — |  |  | (16,843) |
Impairment of goodwill | — |  |  | (42,990) |  |  | (42,990) |
Goodwill and Intangible Assets, December 31, 2019 | 231,100 |  |  | 49,371 |  |  | 280,471 |
Foreign currency translation adjustment | 607 |  |  | — |  |  | 607 |
Amortization | (16,953) |  |  | — |  |  | (16,953) |
Impairment of indefinite -lived intangible assets | (1,000) |  |  | — |  |  | (1,000) |
Impairment of goodwill | — |  |  | (19,100) |  |  | (19,100) |
Goodwill and Intangible Assets, December 31, 2020 | 213,754 |  |  | 30,271 |  |  | 244,025 |
Foreign currency translation adjustment | (364) |  |  | — |  |  | (364) |
Amortization | (16,223) |  |  | — |  |  | (16,223) |
Impairment of finite -lived intangible assets | (14,760) |  |  | — |  |  | (14,760) |
Goodwill and Intangible Assets, December 31, 2021 | $ | 182,407 |  |  | $ | 30,271 |  |  | $ | 212,678 |
The weighted-average amortization periods for the Company’s finite-lived intangible assets as of December 31, 2021 are as follows:
| Years
Trade names | 15
Licenses | 33
Customer relationships | 14
Other | 10
Estimated amortization expense for each of the five succeeding fiscal years is as follows (in thousands):
| Year ending December 31,
2022 | $ | 13,654 |
2023 | 13,652 |
2024 | 13,317 |
2025 | 13,066 |
2026 | 12,716 |
Goodwill impairment test The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1st or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach. The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital. Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and related valuation multiples used in the market analysis. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. In addition, sustained declines in the Company's stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to the Company's consolidated balance sheet or results of operations. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, an impairment charge will be recorded to reduce the reporting unit to fair value. The Company also evaluates qualitative factors to determine whether or not its indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the relief from royalty model or other valuation models. The significant assumptions used in the relief from royalty model are future net sales for the related brands, royalty rates and the cost of capital to determine the fair value of the indefinite lived intangibles. International Reporting Unit The carrying value of the goodwill for the International reporting unit was zero as of December 31, 2021 and 2020. During 2019 several impairment indicators for the European kitchenware business were considered by the Company including the continued uncertainties of the macro-environment in Europe as a result of the then-ongoing Brexit negotiations. In addition, the Company considered the decline in operating performance for the European kitchenware business, which included slower fulfillment of orders and labor inefficiencies associated with setting up the new warehouse in the U.K. These factors resulted in a decline in the long-term forecast for the European kitchenware business. In the third quarter of 2019, the Company performed an interim assessment of its European kitchenware business by comparing the fair value of the reporting unit with its carrying value as of September 30, 2019. The Company performed the analysis using a discounted cash flow and market multiple approach. Based upon the analysis performed, the Company recognized a $9.7 million non-cash goodwill impairment charge during the third quarter of 2019. The goodwill impairment charge was the result of a decline in operating performance and reduced expectations for future cash flows of the European kitchenware business. The fair value of the business was approximately 30.1% below its carrying value as of September 30, 2019. During the third quarter of 2019 the Company also determined its European kitchenware and tableware reporting units had met the criteria to be combined into one reporting unit based on the guidance of ASC Topic No. 350, Intangibles - Goodwill and Other and ASC Topic No. 280, Segment Reporting. U.S. Reporting Unit The Company performed its annual impairment assessment of its U.S. reporting unit as of October 1, 2021 by comparing the fair value of the reporting unit with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. As of October 1, 2021, the fair value of the U.S. reporting unit exceeded the carrying value of goodwill. Management’s projections used to estimate the cash flows included organic net sales growth and net sales growth through new customer channels as well as continued operating efficiencies in future periods. Changes in any of the significant assumptions used in the valuation of the reporting unit could materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge. As of December 31, 2021, the Company assessed the carrying value of goodwill and determined, based on qualitative factors, that no impairment indicators existed for goodwill. During the first quarter of 2020, as a result of the economic downturn caused by the COVID-19 pandemic, the Company performed an interim assessment of the goodwill for the U.S. reporting unit as of March 31, 2020, by comparing the fair value of the reporting unit with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. Based upon the analysis performed, the Company recognized a non-cash goodwill impairment charge of $19.1 million during the first quarter of 2020. The goodwill impairment charge resulted from, among other factors, the uncertain market conditions arising from the COVID-19 pandemic, which impacted the Company's market capitalization, as well as a reduction of forecasted future cash flows associated with the effects of the COVID-19 pandemic. The fair value of the U.S. reporting unit was approximately 3.9% below its carrying value as of March 31, 2020. In 2019, the Company recognized a non-cash goodwill impairment charge of $33.2 million, during the three months ended December 31, 2019. The Company performed the analysis using a discounted cash flow and market multiple method. The goodwill impairment charge resulted from, among other factors, a sustained decline in the Company's market capitalization observed in the fourth quarter of 2019. The fair value of the U.S, reporting unit was approximately 6.1% below its carrying value at October 1, 2019. Annual indefinite-lived trade name impairment test The Company values its indefinite-lived trade names using a relief-from-royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The Company bypassed the optional qualitative impairment analysis for its indefinite-lived trade name assets annual October 1, 2021 impairment test. As of October 1, 2021, the Company completed the quantitative impairment analysis by comparing the fair value of the indefinite-lived trade names to their respective carrying value. The Company determined that the fair value of all its indefinite-lived trade names were above their respective carrying values. While the indefinite-lived trade names were not determined to be impaired, the indefinite-lived trade names are at risk of future impairment in the event the trade names do not perform as projected or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in long-term growth rates or the weighted average cost of capital. As of December 31, 2021, the Company assessed the carrying value of its indefinite-lived trade names and determined based on qualitative factors that no impairment existed. During the first quarter of 2020, as a result of the economic decline caused by the COVID-19 pandemic, the Company determined its indefinite-lived trade names had indicators for impairment. As a result, the Company bypassed the optional qualitative impairment analysis for its indefinite-lived trade names and performed an interim quantitative impairment analysis as of March 31, 2020, by comparing the fair value of the indefinite-lived trade names to their respective carrying values. As a result of the impairment testing performed in connection with the COVID-19 pandemic triggering event, the Company determined that certain of its indefinite-lived intangible assets in the U.S. segment were impaired. As a result, the Company recorded a $1.0 million non-cash impairment charge during the first quarter of 2020. Long-lived assets impairment test During the fourth quarter of 2021, due to lower than expected operating results for the International segment caused by continuing impacts of COVID-19 and the exit of the U.K. from the European Union, impairment indicators were identified for the International asset group. The Company tested the recoverability of the asset group, concluding it was not recoverable and performed an analysis of the fair value of the international long-lived assets. For the finite-lived intangible assets, the Company performed discounted cash flow analysis and recorded an impairment of $14.8 million within the international segment.

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration