BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Consolidated Financial Statements Use of Estimates Cash and Cash Equivalents Restricted Cash Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value under US GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – Accounting for Investments The Company’s Investment in Lifted The financial statements of LFTD Partners are consolidated with Lifted’s, since Lifted is a wholly owned subsidiary of LFTD Partners. The Company’s Investments in Ablis, Bendistillery and Bend Spirits The Company’s investments in Ablis, Bendistillery and Bend Spirits are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company owns less than 20% of the equity ownership of each of these entities and has no substantial influence over the management of the businesses. In accordance with US GAAP, the Company does not consolidate its financial statements with those of Ablis, Bendistillery and Bend Spirits. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether its investments are impaired. Factors that the Company would consider indicators of impairment include: (1) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, (2) a significant adverse change in the regulatory, economic, or technological environment of the investee, (3) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates, (4) a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment, and (5) factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants, if any. The qualitative assessments at the end of first, second and third quarters are done via conference calls with the management teams of Ablis, Bendistillery and Bend Spirits. The qualitative assessment at the end of the fourth quarter relating to these entities also includes review of their respective financial statements that have been reviewed by a third-party accounting firm. At that time, the Company performs an annual impairment assessment. The reviewed financial statements of these companies are not audited, and the Company is not active in the management of these companies, and except for these companies’ quarterly meetings with the management of the Company, the Company’s assessment of these companies is inherently limited to infrequent and relatively brief conversations with officers of these companies and to reviews of those reviewed financial statements. The Company’s Investment in SmplyLifted On September 22, 2020, LFTD Partners Inc. and Lifted and privately held SMPLSTC, Costa Mesa, CA formed an equally-owned new entity called SmplyLifted LLC (“SmplyLifted”), which sold tobacco-free nicotine pouches under the brand name FR3SH. Lifted had a 50% membership interest in SmplyLifted. The other 50% of SmplyLifted was owned by SMPLSTC and its principals. Under US GAAP, the Company used the equity method to account for its 50% membership interest in SmplyLifted. Under the equity method of accounting, the Company recorded its share (50%) of SmplyLifted’s earnings (or losses) as income (or losses) on the Consolidated Statements of Operations. The Company recorded its initial investment in SmplyLifted, which was $200,000, as an asset at historical cost. Under the equity method, the investment’s value was periodically adjusted to reflect the changes in value due to Lifted’s share in SmplyLifted’s income or losses. Prepaid Expenses Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. Management of the Company reviews and discusses all outstanding customer trade balances as of reporting period end. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded (the “Allowance for Doubtful Accounts”), which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. Management also considers industry-specific factors which may impact customers’ ability to meet their financial obligations to the Company. In addition to specific customer identification of potential bad debts, management takes into consideration Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses, which is codified as Accounting Standards Codification Topic 326, adds to US GAAP the current expected credit loss model (“CECL Model”), which is a measurement model based on expected losses rather than incurred losses. Under the CECL Model, an entity recognizes its estimate of expected losses as an allowance. The Company has considered the applicable guidance in ASU 2016-13. Key aspects of the CECL Model include the following: 1. The CECL Model applies to financing receivables measured at amortized cost, which includes trade accounts receivable. 2. An entity will recognize an allowance for credit losses that results in the financial statements reflecting the net amount expected to be collected from the financial asset. 3. The allowance represents the portion of the amortized cost basis that an entity does not expect to collect due to credit over the asset’s contractual life, considering past events, current conditions and reasonable and supportable forecasts of future economic conditions. In performing its CECL Model Analysis, management calculates the ratio of write offs to sales made to wholesalers and distributors for the trailing three-year period (the “Bad Debt Loss Rate”). The Bad Debt Loss Rate is then multiplied by sales made to wholesalers and distributors during the trailing twelve months (the “Bad Debt Calc”). The Bad Debt Calc is compared to the total accounts receivable that is older than 90 days as of reported period end; for conservatism, whichever is larger is considered the Allowance for Doubtful Accounts as of reported period end. The Company’s position is that the Company’s conservative approach toward the treatment of Allowance for Doubtful Accounts provides sufficient coverage in relation to potential credit losses from outstanding invoice write-offs. As of June 30, 2024, the Allowance for Doubtful Accounts is $1,815,971, which is the total of the invoices older than 90 days as of June 30, 2024, because this figure is larger than the Bad Debt Calc ($125,513). Management believes that Lifted’s Allowance for Doubtful Accounts has been conservatively analyzed and prepared and is appropriate as of reporting period end. Inventory June 30, 2024 December 31, 2023 Raw Goods $ 3,950,153 $ 4,962,652 Finished Goods $ 3,398,332 $ 5,212,015 Total Inventory $ 7,348,485 $ 10,174,667 The process of determining obsolete or spoiled inventory involves: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying expired raw goods; 3) Identifying finished goods that would no longer be sold or that are slow moving; 4) Identifying finished goods that are expired; and 5) Valuing and expensing raw and finished goods that would no longer be sold. Monthly overhead costs such as payments for rent, utilities, insurance, and indirect labor are allocated to finished goods based on the estimated percentage cost toward the finished goods. Depreciation expense related to certain machinery and equipment is also allocated to finished goods. As of June 30, 2024, $406,182 of overhead costs incurred during the second quarter of 2024 were allocated to finished goods. In comparison, as of December 31, 2023, $338,582 of overhead costs incurred during the fourth quarter were allocated to finished goods. During the quarters ended June 30, 2024 and 2023, $651,190 and $42,289, respectively, of obsolete and spoiled inventory was written off. During the six months ended June 30, 2024, and 2023, $1,050,005 and $174,256 of obsolete and spoiled inventory was written off, respectively. On December 30, 2022, Lifted was able to reach an agreement for the forgiveness of $630,000 of payables owed to its third-party disposable vape device manufacturer. The agreement also includes credits to Lifted against future purchases from the device manufacturer totaling $370,047. The credit is to be provided by the manufacturer at the rate of $46,255.87 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $46,255.91 for the fourth quarter of 2024. The agreement is a result of the vape manufacturer agreeing to share a portion of the Company’s prior $2,313,902 write-off of certain 2 mL disposable vapes that were written off due to clogging issues. The payable forgiveness resulted in a net $485,496 improvement to the cost of goods sold and accrued liabilities sections of the Company’s consolidated statements of operations as of December 30, 2022. The $370,047 in credits had been booked as an asset as of December 30, 2022 and recognized as other income amortized quarterly at the rate of $46,256 per quarter beginning with the first quarter of 2023 and continuing for the next six consecutive quarters, with a final quarterly credit of $46,255 for the fourth quarter of 2024. However, based on an analysis of credits applied to the vape device manufacturer bills in 2023, Lifted received $33,427 more credits than was expected/agreed to per the agreement ($185,024 per year for 2023 and 2024); as such, Lifted’s revised credit going into 2024 was $151,597, and this was to be amortized quarterly at the rate of $37,899 per quarter. Based on another analysis of credits applied to vape device manufacturer bills through June 30, 2024, Lifted received $9,851 more credits than was expected; as such, Lifted’s revised credit as of June 30, 2024 was $103,847, and this is expected to be amortized quarterly at the rate of $51,924 per quarter. Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Security and State Licensing Deposi ts and Bonds th th As part of Lifted’s acquisition of the assets of Oculus, Lifted had assumed the Aztec Lease, and the security deposit that had been previously paid by Oculus to the landlord of the Aztec Lease. The Aztec Lease was terminated on May 7, 2024, and the security deposit was not returned to Lifted. Prior to the Company’s acquisition of the 5511 Building on December 14, 2023, the Company had not paid a security deposit for its lease of the 5511 Building. The Company is required to, and has, paid bonds and deposits to various state departments and vendors for licenses and utilities, respectively. Revenue Typically, the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. Discounts and rebates provided to customers are recorded as a reduction to gross sales. An allowance for sales is recorded for estimated future discounts/refunds related to returns of products sold prior to the reporting period end. Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. An allowance for sales reduces net sales on the Consolidated Statements of Operations, and also reduces accounts receivable on the Consolidated Balance Sheets. Sales allowances of $103,516 and $635,098 were reported at June 30, 2024 and December 31, 2023, respectively. Management believes that an adequate allowance for sales has been made for discounts/refunds as of period end. Disaggregation of Revenue The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products. Shown below are tables showing the approximate disaggregation of historical revenue: For the three months ended For the six months ended June 30, June 30, Type of Sale 2024 2023 2024 2023 Net sales of raw materials to customers $ 584,327 6 % $ 692 0 % $ 760,249 4 % $ 3,078 0 % Net sales of products to private label clients 475,685 5 % 689,062 6 % 2,084,164 10 % 865,782 3 % Net sales of products to wholesalers 2,461,062 26 % 2,462,335 20 % 5,224,679 26 % 4,901,856 20 % Net sales of products to distributors 5,022,072 53 % 8,820,333 70 % 10,370,963 51 % 18,097,919 72 % Net sales of products to end consumers 944,153 10 % 550,120 4 % 1,713,893 9 % 1,115,701 4 % Net Sales $ 9,487,299 100 % $ 12,522,542 100 % $ 20,153,948 100 % $ 24,984,335 100 % For the Three Months Ended For the Six Months Ended June 30, June 30, Product Type 2024 2023 2024 2023 Vapes $ 4,660,821 49 % $ 6,458,977 52 % $ 10,127,924 50 % $ 12,440,638 50 % Edibles 3,729,781 39 % 3,692,861 29 % 7,348,939 36 % 7,556,017 30 % Flower 332,100 4 % 1,417,934 11 % 1,001,494 5 % 3,037,968 12 % Cartridges 722,371 8 % 945,311 8 % 1,578,451 8 % 1,942,255 8 % Apparel and Accessories 42,226 0 % 7,459 0 % 97,139 0 % 7,459 0 % Net Sales $ 9,487,299 100 % $ 12,522,542 100 % $ 20,153,948 100 % $ 24,984,335 100 % For the three months ended For the six months ended June 30, June 30, Hemp vs Non-Hemp Product Sales 2024 2023 2024 2023 Net sales of hemp products $ 9,026,080 95 % $ 11,165,555 89 % $ 19,605,839 97 % $ 22,630,405 91 % Net sales of non-hemp products 461,219 5 % 1,356,987 11 % 548,109 3 % 2,353,930 9 % Net Sales $ 9,487,299 100 % $ 12,522,542 100 % $ 20,153,948 100 % $ 24,984,335 100 % For the three months ended For the six months ended June 30, June 30, Location of Sale 2024 2023 2024 2023 Inside of USA $ 9,487,299 100 % $ 12,509,778 100 % $ 20,153,948 100 % $ 24,959,109 100 % Outside of USA - 0 % 12,764 0 % - 0 % 25,226 0 % Net Sales $ 9,487,299 100 % $ 12,522,542 100 % $ 20,153,948 100 % $ 24,984,335 100 % Deferred Revenue Amounts received from a customer before the purchased product is shipped to the customer are treated as deferred revenue. If cash is not received, an accounts receivable is recognized for the invoiced order, but revenue is not recognized until the order is fully shipped. Accounts receivable include amounts associated with partially shipped orders, for which the unshipped portion is a contract asset. Contract assets represent invoiced but unfulfilled performance obligations. At June 30, 2024, total deferred revenue was $866,435, all of which is expected to be recognized as revenue in 2024. At December 31, 2023, total deferred revenue was $235,891, all of which was recognized as revenue in 2024. The table shown below represents the composition of deferred revenue between contract assets (invoiced but unfulfilled performance obligations) and deposits from customers from unfulfilled orders as of June 30, 2024 and December 31, 2023. June 30, 2024 December 31, 2023 Contract Assets (invoiced but unfulfilled performance obligations) $ 470,600 $ 131,304 Deposits from customers for unfulfilled orders 395,835 104,586 Total Deferred Revenue $ 866,435 $ 235,891 Cost of Goods Sold Cost of goods sold amounted to $5,933,058 and $6,886,185 during the three months ended June 30, 2024 and 2023, respectively, and $13,215,667 and $13,699,533, during the six months ended June 30, 2024 and 2023, respectively. $651,190 and $42,289 of cost of goods sold relates to spoiled and obsolete inventory written off during the three months ended June 30, 2024 and 2023, respectively. $1,050,005 and $174,256 of cost of goods sold relates to spoiled and obsolete inventory written off during the six months ended June 30, 2024 and 2023, respectively. Operating Expenses Total operating expenses increased to $4,136,986 for the quarter ended June 30, 2024, up from $3,263,683 during the quarter ended June 30, 2023. The primary driver for this increase in operating expenses was $1,165,275 of bad debt expense, which stems from the Company’s CECL Model analysis, which is described above, in the Accounts Receivable . Total operating expenses decreased to $7,643,360 for the six months ended June 30, 2024, down from $9,017,012 during the six months ended June 30, 2023. The primary driver for this decrease in operating expenses was that during the first quarter of 2023, the Company recognized a net loss after ten straight quarters of profitability, solely because of the impact of a one-time, non-cash stock compensation expense of $2,138,175, which, for the six months ended June 30, 2023, was $1,584,848 on an after-tax basis. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge reduced net income for the six months ended June 30, 2023 from $3,102,567 to $1,517,719. But for this charge, our Company would have reported a basic and fully diluted EPS of $0.22 and $0.19, respectively, for the six months ended June 30, 2023. Offsetting the impact of the change in deferred contingent stock expense, when comparing the change in total operating expenses during the six months ended June 30, 2024 compared to 2023, is that during the six months ended June 30, 2024, the Company reported bad debt expense of $1,440,553, compared to bad debt expense of $221,500 during the six months ended June 30, 2023. As described below in ITEM 1A. RISK FACTORS, the delay in Lifted’s receipt of payments from certain customers—primarily distributors—have increasingly become an issue for Lifted. Certain customers have become slower to pay Lifted for purchased product (“Slow Paying Customers”), and the Slow Paying Customers disregard payment terms. Management speculates that some Slow Paying Customers may be slow-paying Lifted because of their own sales collection issues, which may in part be caused by the regulatory uncertainty over our industry. As described above in the Accounts Receivable NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Also offsetting the impact of the change in deferred contingent stock expense, when comparing the change in total operating expenses during the six months ended June 30, 2024 compared to 2023, is that during the six months ended June 30, 2024, the Company reported collaboration commission and royalty expense of $409,300, compared to zero collaboration commission and royalty expenses in the prior year six-month period. Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net Income/(Loss) $ (523,212 ) $ 1,659,461 Net Income/(Loss) $ (1,664,216 ) $ 1,517,719 Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 14,759,282 14,512,648 Basic 14,782,480 14,380,431 Diluted 14,759,282 16,689,846 Diluted 14,782,480 16,557,629 Basic Net Income/(Loss) per Common Share $ (0.04 ) $ 0.11 Basic Net Income/(Loss) per Common Share $ (0.11 ) $ 0.10 Diluted Net Income/(Loss) per Common Share $ (0.04 ) $ 0.10 Diluted Net Income/(Loss) per Common Share $ (0.11 ) $ 0.09 As of June 30, 2024, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 shares of common stock at $2.00 per share, (b) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (c) warrants to purchase 2,280,000 shares of common stock at $5.00 per share, all of which are vested. As of June 30, 2024, the Company had 2,500 shares of Series A Preferred Stock outstanding convertible into 250,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($1.00/share) was higher than the stock closing price at June 30, 2024 ($0.58/share). As of June 30, 2024, the Company had 40,000 shares of Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5.00/share) was higher than the stock closing price at June 30, 2024 ($0.58/share). There were also 142,000 shares of issuable Deferred Contingent Stock included in the June 30, 2024 diluted EPS calculation. As of June 30, 2023, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 shares of common stock at $2.00 per share, (b) warrants to purchase 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,280,000 shares of common stock at $5.00 per share, all of which are vested. At June 30, 2023, the Company had 4,500 shares of Series A Preferred Stock outstanding convertible into 450,000 shares of common stock; these are included in the diluted earnings calculation. At June 30, 2023, the Company had 40,000 shares of Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5/share) was higher than the stock closing price at June 30, 2023 ($2.21/share). There were also 235,000 shares of issuable Deferred Contingent Stock included in the June 30, 2023 diluted EPS calculation. Also included in the June 30, 2023 diluted EPS calculation was the minimum number of shares of common stock (160,000) that would eventually be issued pursuant to the Oculus Merger Agreement. Stock Buyback Transactions and Cancellations On April 2, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 25,000 shares of common stock of the Company from a Lifted employee for $1.68 per share, for a total purchase price of $42,000. On April 3, 2024, all such 25,000 shares were purchased by the Company and immediately cancelled. On April 8, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 18,000 shares of common stock of the Company from a Lifted employee for $1.68 per share, for a total purchase price of $30,240. On April 10, 2024, all such 18,000 shares were purchased by the Company and immediately cancelled. On April 9, 2024, LFTD Partners signed a Stock Buyback Agreement to purchase 100,000 shares of common stock of the Company from a Lifted employee for $1.68 per share, for a total purchase price of $168,000. On April 10, 2024, all such 100,000 shares were purchased and immediately cancelled. Recent Accounting Pronouncements On November 27, 2023, the FASB issued ASU 2023-07-Segment Reporting. The new guidance was issued primarily to provide financial statement users with more disaggregated expense information about a public entity’s reportable segments. The guidance is effective for calendar year public entities in 2024 year-end financial statements, and should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact, if any, that the updated standard will have on the consolidated financial statements. The Company is researching what other pronouncements may be applicable to the Company’s accounting and whether or not any other pronouncements should be adopted. Advertising and Marketing Expenses Off-Balance Sheet Arrangements Reclassifications Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. Accounting for Operating and Finance Lease Right-of-Use Assets Accounting for Goodwill Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by using the income approach. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows and other factors. For the discount rate, the Company considered the current market interest rates, including the interest rates on the Company’s recently closed loans from Surety Bank, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. |