Note 5 – Impairment of Goodwill and Long-Lived Assets

Goodwill is subject to an annual impairment test. The Company considers many factors which may indicate the requirement to perform additional, interim impairment tests. These include:

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A significant adverse long term outlook for any of our industries;

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An adverse finding or rejection from a regulatory body involved in new product regulatory approvals;

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Failure of an anticipated commercialization of a product or product line;

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Unanticipated competition or the introduction of a disruptive technology;

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The testing for recoverability under the Impairment or Disposal of Long-Lived Assets Subsections of Subtopic 360-10 of a significant asset group within a reporting unit;

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A loss of key personnel; and

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An expectation that a reporting unit carrying goodwill, or a significant portion of a reporting unit, will be sold or otherwise disposed of.

The Company’s Dynasil Products subsidiary (“Products”) has experienced delays in obtaining regulatory approval of its next generation lead paint analyzer product. In the second quarter of fiscal 2013, due to the uncertainties regarding whether approval of this updated product could be obtained in a reasonable timeframe, Products determined it would limit its activities to the sale and service of its current lead paint analyzer. The Company is currently evaluating various strategic alternatives associated with the lead paint analyzer product.

Products also experienced delays in obtaining regulatory approvals of its updated medical probe for cancer surgery. In May 2013, Products received approval for the sale of its updated medical probe for cancer surgery in the United States and began shipping its new Navigator 2.0™ units. Products has begun testing the probe for sterility after which it expects to obtain the CE mark and other certifications necessary for sales to various countries outside the United States.

As a result of the downsizing of expenditures associated with both product lines and the process of evaluating strategic alternatives associated with the lead paint analyzer product during the second quarter of fiscal 2013, the Company determined that an interim impairment test of long lived assets and goodwill associated with this business unit was required in the second quarter of 2013. Based on its analyses, the Company determined that the fair value of the long-lived assets (other than goodwill) of Products was less than the carrying amount of those assets and, as a result, recorded a non-cash, pre-tax impairment charge of approximately $2,748,000 during the quarter ended March 31, 2013. The Company then performed a goodwill impairment test as prescribed in ASC 350 and recognized a non-cash, pre-tax charge of approximately $4,015,000 during the quarter ended March 31, 2013. The resulting write-offs, which total approximately $6,763,000 are included in the Company’s results of operations for the nine months ended June 30, 2013.

The valuation methods utilized to value the long lived assets and the goodwill discussed above are based on the amount and timing of expected future cash flows and growth rates and include a determination of an appropriate discount rate. The cash flows utilized in the discounted cash flow analyses were based on financial forecasts developed internally by management. Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized. The discount rate used also requires significant judgment and is intended to reflect the risks involved in the business.