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Note 6 - Goodwill and Intangibles
12 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
6
. GOODWILL AND INTANGIBLES
 
The following table presents information about the Company's goodwill and identifiable intangible assets on the dates indicated:
 
   
June 30, 2020
   
June 30, 2019
 
   
Cost
   
Accumulated
Amortization
   
 
Impairment
   
Net
   
Cost
   
Accumulated
Amortization
   
Impairment
   
Net
 
Bytewise
  $
3,034
    $
-
    $
(3,034
)   $
-
    $
3,034
    $
-
    $
-
    $
3,034
 
Private Software Company
   
1,634
     
-
     
(619
)    
1,015
     
1,634
     
-
     
 
     
1,634
 
Goodwill
   
4,668
     
-
     
(3,653
)    
1,015
     
4,668
     
-
     
-
     
4,668
 
Identifiable intangible assets
   
14,155
     
(6,316
)    
(2,842
)    
4,997
     
18,707
     
(10,247
)    
-
     
8,460
 
 
Identifiable intangible assets consist of the following (in thousands):
 
   
June 30, 20
20
   
June 30, 201
9
 
Non-compete agreements
  $
-
    $
600
 
Trademarks and trade names
   
2,070
     
2,070
 
Completed technology
   
2,010
     
2,010
 
Customer relationships
   
630
     
5,580
 
Software development
   
9,445
     
8,122
 
Other intangible assets
   
-
     
325
 
Total cost
   
14,155
     
18,707
 
Accumulated amortization
   
(6,316
)
   
(10,247
)
Intangibles impairment
   
(2,842
)
   
-
 
Total net balance
  $
4,997
    $
8,460
 
  
Identifiable intangible assets are being amortized on a straight-line basis over the period of expected economic benefit. Amortization expense was
$1.9
million,
$2.3
million and
$2.0
million for the year ended
June 30, 2020,
2019
and
2018,
respectively. The estimated aggregate amortization expense for each of the next
five
years, and thereafter, is as follows:
 
Fiscal Year
 
(In thousands)
 
2021
  $
1,377
 
2022
   
1,162
 
2023
   
928
 
2024
   
657
 
2025
   
501
 
Thereafter
   
373
 
    $
4,997
 
 
The following tables provides Goodwill carried at fair value measuring on a non-recurring basis as of
June 30, 2020.
There were
no
assets and liabilities carried at fair value measured on a non-recurring basis as of
June 30, 2019:
 
(in thousands)
 
Fair Value Measurements at June 30, 2020
   
Expense
 
Goodwill
 
Carrying Value
   
Level 1
   
Level 2
   
Level 3
   
Year ended June 30, 2020
 
private software company
  $
1,015
     
-
     
-
    $
1,015
    $
619
 
Bytewise
   
-
     
-
     
-
     
-
    $
3,034
 
 
The Company's acquisition of Bytewise in
2011
and a private software company in
2017
resulted in the recognition of goodwill totaling
$4.7
million. The Company is required, on a set date, to annually assess its goodwill in order to determine whether or
not
it is more likely than
not
that the fair value of the reporting unit's goodwill exceeded its carrying amount. Determining the fair value of a reporting unit is subjective and requires the use of significant estimates and assumptions.
 
The Company contracted with a professional valuation firm “the firm” to perform a quantitative analysis (commonly referred to as “Step One”) for its
February 1, 2020
annual assessment of goodwill associated with its purchase of a private software company. The firm assisted the Company in estimating fair value using an income approach based on the present value of future cash flows. The Company believes this approach yields the most appropriate evidence of fair value. And during the
March
quarter fiscal year
2020
determined the fair value assessment of the software development company's goodwill exceeded the carrying amount.
 
The Company performed a qualitative analysis of its Bytewise reporting unit for its
October 1, 2019
annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in evaluating whether it is more likely than
not
that the fair value of a reporting unit exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but were
not
limited to, the following: macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and changes in management or key personnel.
 
The Company determined the COVID-
19
pandemic a triggering event at the private software company and Bytewise due to its negative impact on the Company's revenue. Under ASC
350
“Intangibles- Goodwill and Other”, the Company is required to test whether it is more likely than
not
the fair value of the reporting units goodwill exceeded its carrying amount. As of period ending
March 31, 2020,
the Company determined the precise impact to the business was
not
knowable, and therefore, performed a sensitivity analysis assuming an annualized percentage reduction of
25%
of the projected revenue in the
June
quarter fiscal year
2020
and fiscal year
2021
and calculated fair value over the book value of equity. After assessing these and other factors the Company determined, during the
March
quarter fiscal year
2020,
that it was more likely than
not
that the fair value of the Bytewise reporting unit and private software company's fair value exceeded its carrying amount and the Company did
not
record an impairment charge.
 
During the
fourth
quarter of fiscal year
2020
the Company, considering the COVID-
19
pandemic a triggering event for the private software company and Bytewise due to a drop in sales, performed the goodwill impairment assessment by running a quantitative analysis (commonly referred to as “Step One”) for both the Bytewise reporting unit and the private software company. The Company determined that the fair value of the Bytewise and private software company using a discounted cash flow method for both reporting units. Based on this analysis, it was determined that the fair value of the reporting unit is below their respective carrying amounts. As a result, the Company concluded that Intangible Assets were impaired
$2.9
million and Goodwill was impaired
$0.6
million at the private software company and Goodwill of
$3.0
million was impaired at the Bytewise reporting unit as of
June 30, 2020.