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Intangible Assets and Goodwill
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

5.

Intangible Assets and Goodwill

 

The COVID-19 pandemic has had and is having an adverse impact on the overall economy, resulting in rapidly changing market and economic conditions that have impacted the Company.  In March 2020, we experienced a significant decline in the Company’s market capitalization and in the actual and forecasted operating results of our Healthcare segment, in addition to the unfavorable change in market conditions.  As a result, management concluded that there were triggering events during the first quarter of 2020 necessitating an impairment evaluation of our goodwill and indefinite-lived intangible assets.  Through this evaluation, management concluded that the fair value of goodwill allocated to the Nutrition business unit as well as the fair value of the Nutrisystem tradename were below their carrying amounts, and in the first quarter of 2020, we recorded impairment losses of $80.0 million and $119.5 million related to the Nutrisystem tradename and goodwill, respectively (see Note 12). None of this impairment loss is deductible for tax purposes, and there is no cash tax benefit related to the impairment.  

 

On October 18, 2020, we accepted an offer to sell the Nutrition business unit for $575.0 million, which indicated that the fair value for the Nutrition business unit was below its carrying value as of September 30, 2020.  We performed an impairment assessment in accordance with the held and used model and determined that the fair values of all assets and liabilities allocated to the Nutrition segment exceeded their carrying amounts as of September 30, 2020, except for goodwill.  As a result, we recorded an impairment loss of $66.2 million for the third quarter of 2020 related to goodwill allocated to the Nutrition segment (see Note 12). None of the impaired goodwill is deductible for tax purposes, and there is no cash tax benefit related to the impairment.  

  

A reconciliation of our goodwill balance is as follows:

 

(In thousands)

 

Healthcare

 

 

Nutrition

 

 

Consolidated

 

Balance, January 1, 2020

 

$

334,680

 

 

$

319,955

 

 

$

654,635

 

Impairment loss

 

 

 

 

 

(185,698

)

 

$

(185,698

)

Balance, September 30, 2020

 

$

334,680

 

 

$

134,257

 

 

$

468,937

 

 

At September 30, 2020 and December 31, 2019, intangible assets not subject to amortization consist of tradenames of $509.0 million and $589.0 million, respectively.