Note 4 - Goodwill and Other Identifiable Intangible Assets

6 Months Ended

Nov. 27, 2022

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

4. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first half of fiscal 2023 was as follows:

	Grocery & Snacks		Refrigerated & Frozen			International			Foodservice		Total
Balance as of May 29, 2022	$	4,692.4	$	5,611.2		$	292.8		$	732.8	$	11,329.2
Currency translation		—		—			(7.4	)		—		(7.4	)
Impairment		—		(141.7	)		—			—		(141.7	)
Balance as of November 27, 2022	$	4,692.4	$	5,469.5		$	285.4		$	732.8	$	11,180.1

Other identifiable intangible assets were as follows:

	November 27, 2022				May 29, 2022
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets
Brands and trademarks	$	2,816.2	$	—	$	3,061.6	$	—
Amortizing intangible assets
Customer relationships and intellectual property		1,232.6		469.8		1,233.9		437.7
	$	4,048.8	$	469.8	$	4,295.5	$	437.7

During the first quarter of fiscal 2023, management reorganized its reporting structure for certain brands within two reporting units in our Refrigerated & Frozen segment. The change in management reporting required us to reassign assets and liabilities, including goodwill, between the reporting units, complete a goodwill impairment test both prior to and subsequent to the change, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). The fair value of our indefinite-lived intangibles was determined using the "relief from royalty" methodology.  

Fair value of our reporting units is estimated using a discounted cash flow analysis. Both the "relief from royalty" methodology used to value our indefinite-lived intangible assets and the discounted cash flow analysis require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). We used a discount rate of 7.75% and a terminal growth rate that approximated 1% in estimating the fair value of our Sides, Components, Enhancers reporting unit. Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value.

As a result of our impairment tests, we recognized goodwill impairment charges within SG&A expenses of $141.7 million within our Sides, Components, Enhancers reporting unit in the first quarter of fiscal 2023.  In addition, we recognized an impairment charge within SG&A expenses of $244.0 million related to our Birds Eye^® brand name in the first quarter of fiscal 2023. The impairments were largely due to the 125 basis point increase in the discount rate as a result of current economic conditions, including a significant increase in interest rates since our last quantitative impairment tests, as well as a downward revision to our sales forecasts.    

Amortizing intangible assets carry a remaining weighted average life of approximately 18 years. Amortization expense was $14.7 million and $29.5 million for the second quarter and first half of fiscal 2023, respectively, and $14.8 million and $29.7 million for the second quarter and first half of fiscal 2022, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of November 27, 2022, amortization expense is estimated to average $48.4 million for each of the next five years.