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Intangible Assets and Goodwill
12 Months Ended
Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

10.

INTANGIBLE ASSETS AND GOODWILL

 

Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

 

 

 

Licenses

 

 

Customer

Relationships

 

 

Non-

Competition

Agreements

 

 

Trademarks

 

 

Know-How

 

 

Total

 

Balance, December 31, 2018

 

$

18,741

 

 

$

2,827

 

 

$

237

 

 

$

88

 

 

$

 

 

$

21,893

 

Cannex acquisition (Note 11)

 

 

 

 

 

 

 

 

 

 

 

3,900

 

 

 

9,700

 

 

 

13,600

 

Om of Medicine acquisition (Note 11)

 

 

7,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,700

 

Accumulated amortization

 

 

 

 

 

(580

)

 

 

(100

)

 

 

(263

)

 

 

(808

)

 

 

(1,751

)

Impairment

 

 

(6,295

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,295

)

Balance, December 31, 2019

 

$

20,146

 

 

$

2,247

 

 

$

137

 

 

$

3,725

 

 

$

8,892

 

 

$

35,147

 

Amortization expense

 

 

 

 

 

(579

)

 

 

(94

)

 

 

(377

)

 

 

(1,959

)

 

 

(3,009

)

Impairment

 

 

 

 

 

 

 

 

 

 

 

(3,348

)

 

 

 

 

 

(3,348

)

Balance, December 31, 2020

 

$

20,146

 

 

$

1,668

 

 

$

43

 

 

$

 

 

$

6,933

 

 

$

28,790

 

 

 

Goodwill

 

Balance, December 31, 2018

 

$

6,065

 

Cannex acquisition (Note 11)

 

 

166,557

 

Om acquisition (Note 11)

 

 

1,435

 

PHX/Greens Goddess acquisition (Note 11)

 

 

6,225

 

Impairment of PHX/Greens Goddess goodwill

 

 

(1,091

)

Impairment of continuing operations goodwill

 

 

(138,908

)

Balance, December 31, 2019

 

$

40,283

 

Disposal of PHX/Greens Goddess (Note 25)

 

 

(5,134

)

Tax adjustment to goodwill from Cannex acquisition

 

 

1,406

 

Impairment

 

 

(13,400

)

Balance, December 31, 2020

 

$

23,155

 

 

For the year ended December 31, 2020, the Company recorded a decrease of $5,134, from the disposal of PHX Interactive LLC/Greens Goddess Inc. (Note 25)

 

Goodwill is tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. The Company tests impairment of goodwill in line with the two steps summarized below and further described in “Footnote 2. Significant Accounting Policies (j) Goodwill”:

 

1.

Indicators of impairment – a qualitative test to determine if indicators of impairment (or conversely indicators of non-impairment), collectively “trigger events”, are present by assessing macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, events affecting a Reporting Unit, and a sustained decrease in share price (if applicable).

 

2.

One-Step Quantitative Test – The quantitative test compares the reporting unit’s fair value to its carrying value. An impairment is recorded for any excess carrying value above the reporting unit’s fair value, not to exceed the amount of goodwill.

Year ended December 31, 2020

 

In 2020, management assessed indicators of impairment and concluded the below for the respective reporting units:

 

Retail, Production and Ancillary Cannabis Reporting Units’

Management has not identified any significant negative triggering events that would suggest it is more likely than not that impairment exists. Therefore, further analysis is not required for these Reporting Units.

Pure Ratios RU

Management has identified negative trigger events regarding its online CBD business. Management has concluded that the overall financial performance of the entity continues to be worse than expectation, including revenue growth, EBITDA/cash flows, and future growth projections. The Pure Ratio’s business operates at a breakeven (i.e.. Zero) profit level and is not expected to improve in the near term. As such, management has determined that the Goodwill and remaining Intangible assets associated with the Pure Ratio’s RU are impaired.

The business was purchased by 4Front in 2019 with $32,376 in goodwill allocated to the entity.  An impairment charge of $18,876 was recorded against Goodwill allocated to the reporting unit in 2019 due to triggers existing that identified future financial performance would be worse than projected. As a result of the same triggers in 2020, the remaining goodwill of $13,400 and $3,348 in Trademarks were written off as of December 31, 2020

  

 

Year ended December 31, 2019

 

In 2019, management assessed indicators of impairment and concluded the below for the respective reporting units:

 

Retail Reporting Unit

The Retail unit represented retail stores with direct sales to end consumers in multiple states.  As a result of the impairment test, management concluded that the carrying value was higher than the fair value and recorded impairment losses of $13,797 during the year ended December 31, 2019 ($nil for the year ended December 31, 2018). The Company allocated the impairment loss to cannabis licenses held by continuing operations, and the remainder was fully allocated to goodwill.

Greens Goddess represents a cannabis dispensary in Arizona that was acquired by the Company in 2019. Greens Goddess was sold in 2020 for $6,000, and presented as discontinued operations. The Company used the sale price, less disposal costs as the recoverable amount at December 31, 2019. As a result of the impairment test, management concluded that the carrying value was higher than the fair value and recorded impairment losses of $1,091 during the year ended December 31, 2019. The impairment loss was fully allocated to goodwill.

 

Ancillary Cannabis Reporting Unit

Management concluded that the fair value was higher than the carrying value at December 31, 2019, and no impairment was recognized for the Ancillary Cannabis RU.

Production Reporting Unit

The production unit represents the Company’s operations Cannex Holdings California Inc., Illinois Grown Medicine, LLC, the production division of Healthy Pharms Inc., and the production division of Mission Massachusetts Inc. As a result of the impairment test, management concluded that the carrying value was higher than the fair value and recorded impairment losses of $112,530 during the year ended December 31, 2019. The impairment loss was fully allocated to goodwill.

Pure Ratios RU

Pure Ratios represents the operations of a CBD-focused wellness company. As a result of the impairment test, management concluded that the carrying value was higher than the fair value and recorded impairment losses of $18,876 during the year ended December 31, 2019. The impairment loss was fully allocated to goodwill.