Laird Superfood, Inc. Goodwill & Intangibles Disclosure
| 5. | Goodwill and Intangible Assets, Net |
Goodwill
The carrying amount of goodwill attributed to the acquisition of Picky Bars was $6,486,000 as of the acquisition date. In the last month of the first quarter of 2022, management determined the sustained decline in stock price, coupled with changes in market conditions, was a potential impairment triggering event. The Company performed a qualitative and quantitative analysis on the Company's goodwill for impairment, concluding that the fair value of goodwill as calculated using a discounted cash flow model exceeds the carrying value, this indicating that goodwill is impaired. As such, the Company recorded a goodwill impairment of $0 and $6,486,000 for the years ended December 31, 2023 and 2022. There was no goodwill as of December 31, 2023 or December 31, 2022.
Intangible Assets, Net
Intangible Assets, net is comprised of the following:
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
| Trade names ( years) | $ | 890,827 | $ | (106,899 | ) | $ | 783,928 | $ | 890,827 | $ | — | $ | 890,827 | |||||||||||
| Recipes ( years) | 330,000 | (88,000 | ) | 242,000 | 330,000 | (55,000 | ) | 275,000 | ||||||||||||||||
| Social media agreements ( years) | 80,000 | (71,111 | ) | 8,889 | 80,000 | (44,444 | ) | 35,556 | ||||||||||||||||
| Software ( years) | 131,708 | (81,294 | ) | 50,414 | 131,710 | (40,975 | ) | 90,735 | ||||||||||||||||
| Definite-lived intangible assets | 1,432,535 | (347,304 | ) | 1,085,231 | 1,432,537 | (140,419 | ) | 1,292,118 | ||||||||||||||||
| Licensing agreements (indefinite) | 132,100 | — | 132,100 | 132,100 | — | 132,100 | ||||||||||||||||||
| Total intangible assets | $ | 1,564,635 | $ | (347,304 | ) | $ | 1,217,331 | $ | 1,564,637 | $ | (140,419 | ) | $ | 1,424,218 | ||||||||||
The weighted-average useful life of all the Company’s intangible assets is 7.0 years.
For the years ended December 31, 2023 and 2022, amortization expense was $206,887 and $448,460, respectively.
Definite Lived Intangible Assets
Definite life intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a significant adverse change in the extent or manner in which we use the asset, or an unexpected change in financial performance. When evaluating definite life intangible assets for impairment, we compare the carrying value of the asset to the asset’s estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset. The Company considered the above factors when assessing whether the Company’s long-lived assets will be recoverable.
Based on the analysis of the qualitative factors above, management determined that there were no triggering events or impairment charges in the year ended December 31, 2023. In 2022, with changes in market conditions and developments in the forecasts for e-commerce and wholesale sales of legacy Picky Bars products were triggering events during the year ended December 31, 2022.
The Company performed a qualitative and quantitative analysis over the period May 1, 2021 through December 31, 2022 on the Company's estimates of the fair values of acquired customer relationships utilizing the Multiperiod Excess Earnings Method variation of discounted cash-flow model, which exceeded the carrying value, indicating that these assets were impaired. In the year ended December 31, 2022, the Company recorded impairment charges of $1,243,000, net of accumulated amortization.
The Company performed a qualitative and quantitative analysis over the period May 1, 2021 through December 31, 2022 on the Company's estimates of the fair values of acquired trade names utilizing the Relief From Royalty Method variation discounted cash-flow model, which exceeded the carrying value, indicating that these assets were impaired. In the year ended December 31, 2022, the Company recorded impairment charges of $1,776,006, net of accumulated amortization.
In addition, the Company recorded impairment charges of $103,574 on internal use production software, for which the Company realized no operational benefits following the final in-house production run in December 2022 upon the transition to a co-manufacturing business model.
Intangible assets are amortized using the straight-line method over estimated useful lives ranging from three to years. The estimated amortization expense for each of the next five years and thereafter is as follows:
| 2024 | $ | 189,108 | ||
| 2025 | 149,994 | |||
| 2026 | 139,899 | |||
| 2027 | 139,899 | |||
| 2028 | 139,899 | |||
| Thereafter | 326,432 | |||
| $ | 1,085,231 |
Indefinite Lived Intangible Assets
On August 3, 2015, the Company entered into a license agreement with the Company’s co-founder Laird Hamilton (the “LH License”). The LH License stated Laird Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Laird Hamilton’s name and likeness. This contribution, which was reported on the balance sheets as of December 31, 2023 and 2022, was valued at $132,000 and satisfied with the issuance of 660,000 shares of common stock. The Company has determined that the intangible asset associated with the LH License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company.
On May 2, 2018, the Company entered into a license agreement with Gabrielle Reece, who is married to Mr. Hamilton (the “GR License”). Pursuant to the GR License, Ms. Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015. This contribution, which is reported on the consolidated balance sheets as of December 31, 2023 and 2022, was valued at $100 based on the consideration exchanged. The Company has determined that the intangible asset associated with the GR License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company.
On November 19, 2018, the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to non-competition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreement and the life of the agreement was set at 100 years.
On May 26, 2020, the Company executed a License and Preservation Agreement with Mr. Hamilton, and Ms. Reece (the “2020 License”), which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights of Mr. Hamilton and Ms. Reece for use of their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing in the Company’s products, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional -year terms upon the expiration of the initial one-hundred year term. No additional consideration was exchanged in connection with the agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2023 | Mar 13, 2024 | Showing above |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 8, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.