XML 70 R16.htm IDEA: XBRL DOCUMENT v3.20.1
Goodwill and Intangible Assets
12 Months Ended
Mar. 31, 2020
Goodwill and Intangible Assets [Abstract]  
Goodwill and Intangible Assets

9. Goodwill and Intangible Assets

Goodwill

The Company evaluates goodwill for impairment on an annual basis as of January 1 each year and at an interim date, if indicators of potential impairment exist. Goodwill impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit. As described in Note 24, Segment Reporting,  management expects to view the Company’s operating results based on the same three reportable segments that currently comprise the Joint Venture: (a) Software & Analytics, (b) Network Solutions and (c) Technology-Enabled Services.

Goodwill was recognized on March 10, 2020 as a result of the Merger in accordance with ASC 805 and allocated to the Company’s reporting units on a relative fair value basis. Subsequent to the Merger, the Company concluded a triggering event had occurred due to the expected impacts to its financial results arising out of the COVID-19 pandemic beginning in the first quarter of fiscal year 2021. Therefore, the Company performed a goodwill impairment test as of March 31, 2020 to compare the carrying value and fair value of the Company’s reporting units. The fair value of each reporting unit was determined using a combination of an income approach based on a discounted cash flow model and a market approach based on appropriate valuation multiples observed for the reporting unit’s guideline public companies. Fair value estimates result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. The estimates considered most impactful to the goodwill impairment test are the Company’s expectation of timing of a return to a normal level of healthcare activity,  the discount rate used in the income approach, and the market multiples used in the market approach. If the timing of the return to a normal level of healthcare activity is later than expected, or if macroeconomic conditions worsen, additional impairment charges may be required. Fair value assessments of the reporting units are considered a Level 3 measurement due to the significance of unobservable inputs developed using company specific information.

Based on the results of the interim impairment test, the Company recorded a non-cash pre-tax goodwill impairment charge of $561,164 as the Company determined that the carrying value of each of the three reporting units exceeded their estimated fair value.  This charge is recorded under the caption Goodwill impairment charge in the consolidated statement of operations. The goodwill impairment was not deductible for income tax purposes. The following table presents the changes in the carrying amount of goodwill for the year ended March 31, 2020:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Software and Analytics

 

Network Solutions

 

Technology-Enabled Services

 

Total

Balance at March 31, 2019

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Acquisitions

 

 

1,901,116 

 

 

1,944,701 

 

 

514,831 

 

 

4,360,648 

Goodwill impairment

 

 

(126,839)

 

 

(298,870)

 

 

(135,455)

 

 

(561,164)

Effects of foreign currency

 

 

(4,159)

 

 

 —

 

 

 —

 

 

(4,159)

Balance at March 31, 2020

 

$

1,770,118 

 —

$

1,645,831 

 —

$

379,376 

 —

$

3,795,325 

Intangible Assets

Intangible assets subject to amortization at March 31, 2020 consisted of the following:





 

 

 

 

 

 

 

 

 

 

 

 



 

Weighted

 

Gross

 

 

 

 

 

 



 

Average

 

Carrying

 

Accumulated

 

 

 



 

Remaining Life

 

Amount

 

Amortization

 

Net

Customer relationships

 

 

15.2 

 

$

3,056,000 

 

$

(13,064)

 

$

3,042,936 

Technology-based intangible assets

 

 

9.2 

 

 

1,188,000 

 

 

(10,290)

 

 

1,177,710 

Tradenames

 

 

18.0 

 

 

146,000 

 

 

(840)

 

 

145,160 

Total

 

 

 

 

$

4,390,000 

 

$

(24,194)

 

$

4,365,806 



The Company did not have any intangible assets subject to amortization as of March 31, 2019. Amortization expense was $24,194,  $0 and $0 for the years ended March 31, 2020, 2019 and 2018, respectively.

Aggregate amortization expense for intangible assets future fiscal years is estimated to be:











 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

$

441,268 

2022

 

 

 

 

 

 

 

 

 

 

 

469,741 

2023

 

 

 

 

 

 

 

 

 

 

 

421,556 

2024

 

 

 

 

 

 

 

 

 

 

 

381,546 

2025

 

 

 

 

 

 

 

 

 

 

 

349,177 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

2,302,518 

Total

 

 

 

 

 

 

 

 

 

 

$

4,365,806