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Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2019
Goodwill and Intangible Assets [Abstract]  
Goodwill and Intangible Assets
8
Goodwill and Intangible Assets
Intangible Assets Subject to Amortization
Amortization of intangible assets other than goodwill is recognized on a straight-line basis over the estimated useful life of the intangible assets, except for customer relationships which are recognized in proportion to the related projected revenue streams. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. The Company does not have any intangible assets with indefinite useful lives, other than goodwill.

As discussed in Note 4, we recognized definite-lived intangible assets of $6.8 million upon acquisition of DP Engineering on February 15, 2019, including customer contracts and relationships, trademarks and non-compete agreements, with amortization periods of 5 to 15 years. Amortization of our definite-lived intangible assets is recognized on a straight-line basis over the estimate useful life of the associated assets.
Following the February 23, 2019 event occurring at a DP Engineering customer location and subsequent receipt of the Notice of Suspension on February 28, 2019, the Company concluded that DP Engineering's relationship with a significant customer has been adversely impacted. The DP Engineering customer contracts and relationships were the major component of the definite-lived intangible assets recognized in connection with the acquisition of DP Engineering. Accordingly, the Company determined that a triggering event had occurred requiring an interim assessment of whether a potential impairment of definite-lived intangible asset impairment test was necessary.
Therefore, the impairment test of the definite-lived intangible assets recognized upon the acquisition of DP Engineering was also conducted according to ASC 350, Intangibles-Goodwill and other.
The interim impairment test was based on the present value of revised cash flow projected for five to fifteen years. The result of the impairment test indicated that the current estimated fair value of noted definite-lived intangible assets had declined below their initial estimated fair value. As a result, the Company recognized an impairment charge of $3.4 million at March 31, 2019. The fair value of definite-lived intangible assets recognized upon the acquisition of DP Engineering is still provisional and subject to further measurement period adjustment according to purchase price allocation rules. The impairment charge of $3.4 million on definite-lived intangible assets was recorded within "Loss on impairment" in our consolidated statements of operations.
Changes in the gross carrying amount, accumulated amortization, addition and impairment of definite-lived intangible assets from December 31, 2018 through June 30, 2019 were as following:

(in thousands)
  
For the Six Months Ended June 30, 2019
 
  
Beginning Gross
  
Accumulated
  
Addition
  
Impairment
  
Net
 
  
Carrying Amount
  
Amortization
          
Amortized intangible assets:
               
Customer relationships
 
$
6,832
  
$
(3,098
)
 
$
4,898
  
$
(3,370
)
 
$
5,262
 
Trade names
  
1,295
   
(515
)
  
1,172
   
-
   
1,952
 
Developed technology
  
471
   
(471
)
  
-
   
-
   
-
 
Non-contractual customer relationships
  
433
   
(433
)
  
-
   
-
   
-
 
Noncompete agreement
  
221
   
(117
)
  
728
   
-
   
832
 
Alliance agreement
  
527
   
(119
)
  
-
   
-
   
408
 
Others
  
167
   
(167
)
  
-
   
-
   
-
 
Total
 
$
9,946
  
$
(4,920
)
 
$
6,798
  
$
(3,370
)
 
$
8,454
 

(in thousands)
 
As of December 31, 2018
 
  
Gross Carrying Amount
  
Accumulated Amortization
  
Net
 
Amortized intangible assets:
         
Customer relationships
 
$
6,831
  
$
(2,375
)
 
$
4,456
 
Trade names
  
1,295
   
(318
)
  
977
 
Developed technology
  
471
   
(471
)
  
-
 
Non-contractual customer relationships
  
433
   
(433
)
  
-
 
Noncompete agreements
  
221
   
(35
)
  
186
 
Alliance agreement
  
527
   
(66
)
  
461
 
Others
  
167
   
(167
)
  
-
 
Total
 
$
9,945
  
$
(3,865
)
 
$
6,080
 

Amortization expense related to definite-lived intangible assets totaled $0.5 million and $0.3 million for the three months ended June 30, 2019 and 2018, and $1.1 million and $0.5 million for the six months ended June 30, 2019, and 2018, respectively. The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years:
(in thousands)
   
Years ended December 31:
   
2019 (remainder)
 
$
990
 
2020
  
1,973
 
2021
  
1,470
 
2022
  
1,152
 
2023
  
868
 
Thereafter
  
2,001
 
Total
 
$
8,454
 
Goodwill
The Company reviews goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company tests goodwill at the reporting unit level. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP. After the acquisition of Hyperspring on November 14, 2014, the Company determined that it had two reporting units, which are the same as our two operating segments: (i) Performance Improvement Solutions; and (ii) Nuclear Industry Training and Consulting (which includes Hyperspring and Absolute).

On February 15, 2019, we acquired DP Engineering (as described in Note 4) and preliminarily recorded goodwill and identified intangible assets as part of the acquisition. On February 23, 2019, an unexpected event occurred at one of DP Engineering's significant customers and all pending work for that customer was suspended pending a root cause analysis on February 28, 2019. While that analysis is now complete, and virtually all of the suspended projects have been restarted, the customer has indicated that DP Engineering will be suspended from obtaining new projects. The Company determined that the notice of suspension was a triggering event necessitating a goodwill impairment test.
On May 10, 2019, the Company determined that a material impairment had occurred, requiring an assessment for impairment to be completed related to $5.6 million of goodwill recorded in the acquisition.
The impairment test was based on income based approach with discounted cash flow method, and market based approach including both guideline public company method and merger and acquisition method.
The impairment test results indicated that the current estimated fair value of goodwill recorded from the acquisition of DP Engineering had declined below its initial estimated fair value at the acquisition date. As a result, the Company recognized an impairment charge of $2.1 million to write down the goodwill on DP Engineering. The fair value of goodwill recognized from the acquisition of DP Engineering is still provisional and subject to further measurement period adjustment based upon the preliminary purchase price allocation. The Company determined that the impact of the suspension of obtaining new contracts from that customer resulted in a material downward revision to DP Engineering's revenue and profitability forecasts when compared to the acquisition date valuation. The impairment charge on goodwill was recorded within "Loss on impairment" in our consolidated statements of operations.
Changes in the net carrying amount of goodwill from December 31, 2018 through June 30, 2019 were due to the acquisition of DP Engineering, and were comprised of the following items:
(in thousands)
  
Performance Improvement Solutions
  
Nuclear Industry Training and Consulting
  
Total
 
Balance, January 1, 2019
 
$
4,739
  
$
8,431
  
$
13,170
 
Acquisition
  
5,633
   
-
   
5,633
 
Dispositions
  
-
   
-
   
-
 
Goodwill impairment loss
  
(2,094
)
  
-
   
(2,094
)
Balance, June 30, 2019
 
$
8,278
  
$
8,431
  
$
16,709