GOODWILL AND INTANGIBLE ASSETS (Q3)

9 Months Ended

12 Months Ended

Mar. 31, 2017

Jun. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

4. GOODWILL AND INTANGIBLES

On January 15, 2016, the Company executed an Asset Purchase Agreement with VendScreen, Inc (“VendScreen”) a Portland, Oregon based developer of vending industry cashless payment technology, by which it acquired substantially all of VendScreen’s assets and assumed specified liabilities, for a cash payment of $5.62 million and the corresponding goodwill recorded was $4.0 million. In December 2016, the company finalized the opening balance sheet of VendScreen and recorded a reduction of goodwill for $211 thousand and increased finance receivables for the same amount. The final goodwill amount related to VendScreen opening balance sheet is $3.8 million.

The following table summarizes the final purchase price allocation to reflect the fair values of the assets acquired and liabilities assumed at the date of acquisition.

Consideration:
Fair value of total consideration paid in cash	$	5,625

Acquisition related costs:	$	842

Recognized amounts of identifiable assets acquired and liabilities assumed:

Financial Assets:
Accounts Receivable		3
Finance Receivables		839
Other Current Assets		20
Deferred Income Taxes		18
		880

Property, Plant & Equipment		81

Identifiable Intangible Assets:
Developed Technology		639
Customer Relationships		149
Brand		95
Noncompete Agreement		2
Fair Value of Intangible Assets		885

Financial Liabilities
Accrued Liabilities	$	(50	)

Total identifiable net assets	$	1,796

Goodwill	$	3,829

Total Fair Value	$	5,625

During the three and nine months ending March 31, 2017, there was $45 thousand and $132 thousand, respectively, of amortization expense relating to acquired intangible assets. There was $44 thousand amortization expense relating to acquired intangible assets during the three and nine months ended March 31, 2016. Intangible asset balances consisted of the following:

($ in thousands)	Balance June 30, 2016		Additions/ Adjustments			Amortization			Balance March 31, 2017		Amortization Period
Intangible Assets:
Non-compete agreements	$	1	$	—		$	(1	)	$	—	2 years
Brand		79		—			(24	)		55	3 years
Developed technology		576		—			(96	)		480	5 years
Customer relationships		142		—			(11	)		131	10 years
Total Intangible Assets	$	798	$	—		$	(132	)	$	666

Goodwill	$	11,703	$	(211	)	$	—		$	11,492	Indefinite

7. GOODWILL AND INTANGIBLE ASSETS

Amortization expense relating to all acquired intangible assets was approximately $87 thousand, $0 and $22 thousand during each of the years ended June 30, 2016, 2015 and 2014, respectively. Intangible asset balances consisted of the following:

	Beginning		Year ended June 30, 2016						Ending
($ in thousands)	Balance		Additions/						Balance		Amortization
	July 1, 2015		Adjustments			Amortization			June 30, 2016		Period
Intangible Assets:
Trademarks - Indefinite	$	432	$	(432	)(1)	$	-		$	-	Indefinite
Non-compete agreements		-		2			(1	)		1	2 years
Brand		-		95			(16	)		79	3 years
Developed technology		-		639			(63	)		576	5 years
Customer relationships		-		149			(7	)		142	10 years
Total Intangible Assets	$	432	$	453		$	(87	)	$	798

Goodwill		7,663		4,040			-			11,703	Indefinite

Total Intangible Assets & Goodwill	$	8,095	$	4,493		$	(87	)	$	12,501

	Beginning		Year ended June 30, 2015				Ending
($ in thousands)	Balance		Additions/				Balance		Amortization
	July 1, 2014		Adjustments		Amortization		June 30, 2015		Period
Intangible assets:
Trademarks - Indefinite	$	432		-		-	$	432	Indefinite
Total Intangible Assets	$	432	$	-	$	-	$	432

Goodwill		7,663		-		-		7,663	Indefinite

Total	$	8,095	$	-	$	-	$	8,095

(1)

The Company’s test for impairment of its indefinite-lived trademarks consists of the trademarks: 1) VendingMiser, 2) CoolerMiser, 3) PlugMiser and 4) SnackMiser. As a result of its testing in fiscal years ended June 30, 2015 and 2014 the Company determined that no impairment had occurred. In the testing in fiscal year 2016, the Company determined that the sum of the expected discounted cash flows attributable to the trademarks was less than its carrying value of $432 thousand, and that an impairment write-down was required. The fair value of the trademarks was determined by a method known as “relief from royalty”, in which the fair value is determined by reference to the amount of royalty income the intangible would generate if it were licensed in an arm’s-length transaction. The essential assumptions in a valuation via an income approach are as follows:

The related dollar sales volume;

The percentage royalty on sales;

The adjustment for taxes;

The remaining useful economic life;

The percentage return on investment; and,

The tax amortization benefit.

During the fourth quarter of the fiscal year ended June 30, 2016, the fair value of the trademarks was determined to have inconsequential value based on the “relief from royalty” methodology. This assessment resulted in an impairment write-down during the fourth fiscal quarter of $432 thousand, which is included in “Impairment of intangible asset” in the Consolidated Statement of Operations for the fiscal year ended June 30, 2016.

At June 30, 2016, amortizable intangible asset balances were:

($ in thousands)	Cost			Accumulated Amortization				Net Book Value

Non-compete agreements		$	2		$	(1	)		$	1
Brand			95			(16	)		$	79
Developed Technology			639			(63	)		$	576
Customer Relationships			149			(7	)		$	142
		$	885		$	(87	)		$	798

There were no amortizable intangible assets at June 30, 2015.

Estimated annual amortization expense for amortizable intangible assets is as follows:

2017	$	175
2018		175
2019		159
2020		143
2021		79
Thereafter		67
	$	798

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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