Goodwill and Other Intangible Assets |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Other Intangible Assets | 9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table provides the changes in the carrying value of goodwill by reportable segment:
(1) The total carrying value of goodwill is reflected net of $563,159 of accumulated impairment charges, of which $365,379 is related to the North America reportable segment and $197,780 is related to the International reportable segment. (2) During February 2026, the Company completed the divestiture of its North American Snacks Business. Goodwill of $57,082 was ascribed to the divested businesses on a relative fair value basis related to the North America reportable segment. As of March 31, 2026, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit within the North America and International reportable segments was less than its respective carrying amount, including goodwill. As a result of a decline in the projected performance and expected future cash flows, the Company completed interim quantitative impairment tests of goodwill for all of its international reporting units: U.K., Western Europe and Ella’s Kitchen UK. For the U.S. reporting unit, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, and concluded that the U.S. reporting unit’s estimated fair value exceeded its carrying amount. In performing the quantitative tests for the U.K., Western Europe, and Ella’s Kitchen UK reporting units, the fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach. As of March 31, 2026, the U.K. reporting unit’s carrying amount exceeded its estimated fair value of $227,121, resulting in the recognition of a non-cash impairment charge of $31,018 to reduce the carrying value of the U.K. reporting unit goodwill to nil. The U.K. reporting unit’s impairment charges reflected a decline in sales volume and further compression in Adjusted EBITDA that the Company continued to experience. Aggregate goodwill impairment charges associated with the U.K. and U.S. reporting units were $112,431 and $38,495, respectively for the nine months ended March 31, 2026. As of March 31, 2026, the estimated fair values of the Western Europe and Ella’s Kitchen UK reporting units exceeded their carrying amounts by 9.4% and 117.8%, respectively. The discount rate in the quantitative tests for the Western Europe and Ella’s Kitchen UK reporting units also reflected an increase in the small stock premium related to a decline in the Company’s market capitalization. The goodwill related to the U.S. and Western Europe reporting units remains at risk of potential impairment if the fair values of these reporting units, and their associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record additional impairment charges in future periods. During the three months ended March 31, 2025, the Company recognized non-cash impairment charges of $88,712 and $21,539 to reduce the carrying values of the goodwill of the U.S. and Canada reporting units to their estimated fair values. Aggregate goodwill impairment charges associated with the U.S. reporting unit were $179,979 for the nine months ended March 31, 2025. Other Intangible Assets The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:
(1) The gross carrying value of trademarks and tradenames is reflected net of $290,260 and $275,990 of accumulated impairment charges as of March 31, 2026 and June 30, 2025, respectively. Effective April 1, 2026, as part of its annual impairment testing and in connection with the strategic review, the Company elected to change the useful life of its remaining intangible assets from indefinite to definite. (2) The reduction in carrying value of other intangible assets as of March 31, 2026 reflected accumulated non-cash impairment charges of $30,326 as of each of March 31, 2026 and June 30, 2025. (3) During the three months ended March 31, 2026, the useful life for certain tradenames (namely, Ella’s Kitchen® baby and kids foods, Hartley’s® Jelly and Spectrum® culinary oils, vinegars and condiments) were reclassified from indefinite to definite-lived. The carrying value of such intangible assets as of March 31, 2026 was $81,333. During the three months ended March 31, 2026, as a result of a continued decline in actual and projected net sales driven by challenges related to regaining Earth’s Best® formula distribution, the Company conducted an interim quantitative impairment test for its Earth’s Best® Organic indefinite-lived tradename. The Company concluded that the indefinite-lived intangible asset carrying amount exceeded its estimated fair value and recorded a non-cash impairment charge of $2,038 during the three months ended March 31, 2026, which was recorded within long-lived asset and intangibles impairment on the consolidated statement of operations. The Earth’s Best® indefinite-lived tradename is part of the North America reportable segment and had a remaining carrying value of $20,000 as of March 31, 2026. During the three months ended March 31, 2026, as a result of a decline in projected net sales driven by shifting consumer behavior towards private label soup, the Company conducted an interim quantitative impairment test for its soup indefinite-lived tradenames (Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups). The Company concluded that the estimated fair value exceeded the carrying amount by 8.0%. The soup indefinite-lived intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $23,229 as of March 31, 2026. During the nine months ended March 31, 2026, the Company conducted an interim quantitative impairment test for its Ella’s Kitchen® baby and kids foods and Hartley’s® jelly tradenames and recorded a non-cash impairment charge of $11,917 for Hartley’s® jelly indefinite-lived tradename. The estimated fair value of the Ella’s Kitchen® tradename exceeded its carrying amount by 12.8%. These tradenames were subsequently reclassified to definite-lived and ascribed a useful life of 10 years. Such tradenames are part of the International reportable segment and have remaining carrying values of $34,246 and $37,336, respectively, as of March 31, 2026. During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $15,733 within its North America reportable segment related to its personal care intangible assets, primarily Avalon Organics®, JASON®, and Live Clean® trademarks and tradenames. The assets are part of the North America reportable segment. Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years. The weighted average remaining amortization period of amortized intangible assets is 9.2 years. Amortization expense included in the consolidated statements of operations is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||