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Note 6 - Goodwill and Other Intangible Assets
12 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
NOTE
6
 — GOODWILL AND OTHER INTANGIBLE ASSETS
 
Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company
may
first
assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than
not
that goodwill and indefinite-lived assets are
not
impaired,
no
further testing is required. If it is determined more likely than
not
that goodwill and indefinite-lived assets are impaired, or if the Company elects
not
to
first
assess qualitative factors, the Company’s impairment testing continues with the estimation of the fair value of reporting units and indefinite-lived intangible assets using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level. The estimation of the fair value of reporting units and intangible assets requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.  The estimates of fair value of reporting units are based on the best information available as of the date of the assessment.  The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.  Company management uses its judgment in assessing whether assets
may
have become impaired between annual impairment tests.  Indicators such as adverse business conditions, a sustained significant drop in the Company’s stock price, economic factors
, technological change
, or competitive activities
may
signal that an asset has become impaired.
 
The Company identified its reporting units in conjunction with its annual goodwill impairment testing.  The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but
not
limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows and marketplace data
.  There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.
 
As of
March 1, 2017,
the Company performed its annual goodwill impairment test on the
three
reporting units that contain goodwill (excluding Atlas Lighting Products). The goodwill impairment test on
one
reporting unit in the Lighting Segment passed with a business enterprise value that was
$60.0
million or
80%
above the carrying value of this reporting unit including goodwill. The goodwill impairment test of the
one
reporting unit with goodwill in the Graphics Segment passed with an estimated business enterprise value that was
$4.2
million or
424%
above the carrying value of the reporting unit including goodwill. The goodwill impairment test of the reporting unit in the Technology Segment that contains goodwill passed with an estimated business enterprise value that was
$23.2
million or
95%
above the carrying value of this reporting unit including goodwill
.
The Company has performed an assessment of goodwill from the date of the annual test through the balance sheet date for possible triggering events and has concluded that there were
no
triggering events that would indicate the assets are impaired. There were
no
changes to the qualitative factors from the date of the Atlas acquisition that would indicate the goodwill is impaired.      
 
As of
March 1, 2016,
the Company performed its annual goodwill impairment test on the
three
reporting units that contain goodwill. The goodwill impairment test in the Lighting Segment passed with a business enterprise value that was
$89.0
million or
112%
above the carrying value of this reporting unit including goodwill. The goodwill impairment test of the
one
reporting unit with goodwill in the Graphics Segment passed with an estimated business enterprise value that was
$1.7
million or
183%
above the carrying value of the reporting unit including goodwill. The goodwill impairment test of the reporting unit in the Technology Segment that contains goodwill passed with an estimated business enterprise value that was
$15.4
million or
59%
above the carrying value of this reporting unit including goodwill.
 
The Company acquired all of the capital stock of Atlas Lighting Products, Inc., on
February 21, 2017 (
see Note
16
). The total purchase price exceeded the estimated fair value of net assets by approximately
$48.0million,
which was allocated to goodwill. The Company completed its valuation of the goodwill and intangible assets in
March 2017
and purchase price allocations have been made at
February 21, 2017.
While identified intangible assets related to the Atlas acquisition are being amortized effective
February 21, 2017
over appropriate lives, goodwill will
not
be amortized on the Company’s financial statements. Goodwill and intangible assets related to Atlas Lighting Products are included in the assets of the Lighting Segment. Refer to Note
16
for additional information on the intangible assets of Atlas Lighting Products.
 
The following table presents information about the Company's goodwill on the dates or for the periods indicated:
 
Goodwill
                               
(In thousands)
 
Lighting
   
Graphics
   
Technology
         
   
Segment
   
Segment
   
Segment
   
Total
 
Balance as of June 30, 2016
                               
Goodwill
  $
34,913
    $
28,690
    $
11,621
    $
75,224
 
Accumulated impairment losses
   
(34,778
)
   
(27,525
)
   
(2,413
)
   
(64,716
)
Goodwill, net as of June 30, 2016
  $
135
    $
1,165
    $
9,208
    $
10,508
 
                                 
Goodwill acquired
  $
48,030
    $
--
    $
--
    $
48,030
 
                                 
Balance as of June 30, 2017
                               
Goodwill
  $
82,943
     
28,690
     
11,621
     
123,254
 
Accumulated impairment losses
   
(34,778
)
   
(27,525
)
   
(2,413
)
   
(64,716
)
Goodwill, net as of June 30, 2017
  $
48,165
    $
1,165
    $
9,208
    $
58,538
 
 
The Company performed its annual review of indefinite-lived intangible assets as of
March 1, 2017
and determined there was
no
impairment. The indefinite-lived intangible impairment test passed with a fair market value that was
$15.2
million or
445%
above its carrying value. The Company has performed an assessment of its intangible assets from the date of the annual test through the balance sheet date for possible triggering events and has concluded that there were
no
triggering events that would indicate the assets are impaired.
 
In
March 2017,
a customer relationship intangible asset with a net book value of
$
479,000
related to the LED video screen product line in the Graphics Segment was determined to be fully impaired. The Company deemed that
distribution channels and corresponding projected future cash flows that support the customer list intangible asset are
not
adequate to support the asset.
 
As of
March 1, 2016,
the Company performed its annual review of indefinite-lived intangible assets and determined there was
no
impairment. The indefinite-lived intangible asset impairment test passed with a fair market value that was $
8.4
million or
245%
above its carrying value.
 
In the
first
quarter of fiscal
2015,
the Company sold LSI Saco Technologies Inc. A customer relationship intangible asset with a gross carrying amount of
$1,306,000
and accumulated amortization of
$428,000
was sold as a result of the sale of LSI Saco Technologies (See Note
17
).
 
The gross carrying amount and accumulated amortization by major other intangible asset class is as follows:
 
   
June 30, 2017
 
Other Intangible Assets
 
Gross
                 
(In thousands)
 
Carrying
   
Accumulated
   
Net
 
   
Amount
   
Amortization
   
Amount
 
Amortized Intangible Assets
                       
Customer relationships
  $
35,563
    $
7,956
    $
27,607
 
Patents
   
338
     
186
     
152
 
LED technology
firmware, software
   
16,066
     
11,237
     
4,829
 
Trade name
   
2,658
     
499
     
2,159
 
Non-compete agreements
   
710
     
710
     
-
 
Total Amortized Intangible Assets
   
55,335
     
20,588
     
34,747
 
                         
Indefinite-lived Intangible Assets
                       
Trademarks and trade names
   
3,422
     
--
     
3,422
 
Total Indefinite-lived Intangible Assets
   
3,422
     
--
     
3,422
 
                         
Total Other Intangible Assets
  $
58,757
    $
20,588
    $
38,169
 
 
 
   
June 30, 2016
 
Other Intangible Assets
 
Gross
                 
   
Carrying
   
Accumulated
   
Net
 
(In thousands)
 
Amount
   
Amortization
   
Amount
 
Amortized Intangible Assets
                       
Customer relationships
  $
9,316
    $
7,581
    $
1,735
 
Patents
   
338
     
154
     
184
 
LED technology
firmware, software
   
11,228
     
10,989
     
239
 
Trade name
   
460
     
460
     
--
 
Non-compete agreements
   
710
     
704
     
6
 
Total Amortized Intangible Assets
   
22,052
     
19,888
     
2,164
 
                         
Indefinite-lived Intangible Assets
                       
Trademarks and trade names
   
3,422
     
--
     
3,422
 
Total Indefinite-lived Intangible Assets
   
3,422
     
--
     
3,422
 
                         
Total Other Intangible Assets
  $
25,474
    $
19,888
    $
5,586
 
 
 
   
Amortization Expense of Other Intangible Assets
 
(In thousands)
 
2017
   
2016
   
2015
 
                         
Amortization Expense
  $
1,257
    $
506
    $
527
 
 
The Company expects to record annual amortization expense as follows:
 
(In thousands)
 
 
 
 
         
2018
  $
2,760
 
2019
  $
2,760
 
2020
  $
2,687
 
2021
  $
2,682
 
2022
  $
2,461
 
After 2022
  $
21,397