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Goodwill and Other Intangible Assets
12 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

11. Goodwill and Other Intangible Assets

At September 30, 2022, the Company had goodwill of $0.7 million and other intangible assets, net of $0.6 million attributable to its Adjacent Markets reporting unit; other intangible assets, net of $3.5 million attributable to its Emerging Markets reporting unit; and other intangible assets, net of $1.5 million attributable to its Oil and Gas Markets reporting unit. Goodwill represents the excess cost of a business acquired over the fair market value of identifiable net assets at the date of acquisition.

At September 30, 2022, the Company assessed the goodwill associated with both its Adjacent Markets and Emerging Markets reporting units for impairment. The fair value of the reporting units were estimated using the expected present value of future cash flows, market data and using estimates, judgments and other assumptions that management believes were appropriate under the circumstances. The estimates and judgments used in the assessment included consideration of market participant rates of return and the terminal value of the reporting units. The Company determined future cash flows provided the best estimate of the fair value of its reporting units. Key assumptions in determining the fair value in the impairment analysis include revenue and cash flow projections, discount rates, long-term growth rates, and the effective tax rate the Company determined to be appropriate. In determining fair value for the Company's Emerging Markets reporting unit, cash flow projections included obtaining additional contracts from the CBP and considered competition in the marketplace. These estimates and projections can be unpredictable, particularly for Quantum Technology Sciences, Inc. ("Quantum") as an emerging business. The total Company’s estimate of reporting unit fair values was reconciled to its then market capitalization (based upon the stock market price) plus an implied control premium.

As a result of the assessment, the Company determined that the fair value its Emerging Markets reporting unit was less than its carrying amount and recorded an impairment charge of $4.3 million for the entire goodwill associated with this reporting unit for the fiscal year ended September 30, 2022. The primary factors impacting the decrease in the fair value of the Emerging Markets reporting unit was historical operating losses and the current outlook for sales and operating performance. The carrying value of the reporting unit exceeded the fair value by approximately $8 million as a result of the assessment. In measuring sensitivity, changes to key assumptions, each of which would cause an approximate $1.0 million change in the fair value of the reporting unit include (i) a 3% change in the discount rate, (ii) a 4% change in revenue, (iii) a 10% change in cost of revenue or (iv) a 13% change in research and development expense. No impairment charge to the Emerging Markets asset group was necessary as its future undiscounted cash flows exceeded the carrying value. The Emerging Markets asset group could incur future impairment charges to its other intangible assets if it is unable to obtain additional contracts from the CBP or other customers. No impairment charge was necessary on the Company's Adjacent Markets reporting unit as a result of the assessment. Also see Note 1 to these consolidated financial statements.

The Company’s consolidated goodwill and other intangible assets consisted of the following (in thousands):

 

 

Weighted-Average Remaining Useful Lives (in years)

 

AS OF SEPTEMBER 30,

 

 

 

 

2022

 

 

2021

 

Goodwill:

 

 

 

 

 

 

 

Emerging Markets reporting unit

 

 

$

4,336

 

 

$

4,336

 

Adjacent Markets reporting unit

 

 

 

736

 

 

 

736

 

Total goodwill

 

 

 

5,072

 

 

 

5,072

 

Accumulated impairment losses

 

 

 

(4,336

)

 

 

 

 

 

 

$

736

 

 

$

5,072

 

Other intangible assets:

 

 

 

 

 

 

 

Developed technology

14.2

 

$

6,475

 

 

$

6,475

 

Customer relationships

0.5

 

 

3,900

 

 

 

3,900

 

Trade names

1.0

 

 

2,022

 

 

 

2,022

 

Non-compete agreements

0.3

 

 

186

 

 

 

186

 

Total other intangible assets

7.5

 

 

12,583

 

 

 

12,583

 

Accumulated amortization

 

 

 

(7,010

)

 

 

(5,333

)

 

 

 

$

5,573

 

 

$

7,250

 

 

Other intangible assets amortization expense was $1.7 million for each of the fiscal years ended September 30, 2022 and 2021.

 

As of September 30, 2022, future estimated amortization expense of other intangible assets is as follows (in thousands):

 

For fiscal years ending September 30,

 

 

 

2023

 

$

768

 

2024

 

 

395

 

2025

 

 

381

 

2026

 

 

374

 

2027

 

 

360

 

Thereafter

 

 

3,295

 

 

 

$

5,573