XML 28 R14.htm IDEA: XBRL DOCUMENT v3.19.1
Note 7 - Goodwill and Other Intangible Assets
9 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
NOTE
7
 - GOODWILL AND OTHER INTANGIBLE ASSETS
 
The 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 the reporting unit 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 unit 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 the fair value of reporting units are based on the best information available as of the date of the assessment. The fair value measurements of the reporting units are based on significant inputs
not
observable in the market and thus represent Level
3
measurements as defined by ASC
820
“Fair Value Measurements.” 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, economic factors and technological change or competitive activities
may
signal that an asset has become impaired.
 
A sustained and significant decline in the Company’s stock price in the
second
quarter of fiscal
2019
led management to believe that a triggering event occurred and that an interim goodwill impairment test was required for
one
of the reporting units in the Lighting Segment that contains goodwill, as of
December 31, 2018.
In accordance with ASU
2017
-
04,
“Simplifying the Test for Goodwill Impairment,” which was adopted in a prior period, the requirement to perform step
2
in the impairment test was
not
required. The result of the impairment test on the reporting unit in the Lighting Segment indicated that goodwill was impaired by
$20,165,000.
The Company will continue to monitor market conditions and other events that
may
result in a sustained and significant drop in its stock price which would require an interim goodwill impairment test.
 
The Company identified its reporting units in conjunction with its annual goodwill impairment testing. The Company has 
two
reporting units that contain goodwill. There is
one
 reporting unit within the Lighting Segment and
one
reporting unit within the Graphics Segment. 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, 2019,
the Company performed its annual goodwill impairment test on the
two
 reporting units that contain goodwill. The preliminary goodwill impairment test on
one
reporting unit in the Lighting Segment passed with a business enterprise value that was
$38.9
million or
54%
above the carrying value of this reporting unit including goodwill. The preliminary goodwill impairment test of the reporting unit with goodwill in the Graphics Segment passed with an estimated business enterprise value that was
$3.0
million or
297%
above the carrying value of the reporting unit including goodwill. The definitive impairment test is expected to be completed in the
fourth
quarter of fiscal
2019.
It is anticipated that the results of the test will
not
change when the test is complete.
 
The following table presents information about the Company's goodwill on the dates or for the periods indicated:
 
Goodwill
                       
(In thousands)
 
Lighting
   
Graphics
         
   
Segment
   
Segment
   
Total
 
Balance as of June 30, 2018
                       
Goodwill
  $
94,564
    $
28,690
    $
123,254
 
Accumulated impairment losses
   
(65,191
)
   
(27,525
)
   
(92,716
)
Goodwill, net as of June 30, 2018
  $
29,373
    $
1,165
    $
30,538
 
                         
Goodwill Impairment
  $
(20,165
)
  $
--
    $
(20,165
)
                         
Balance as of March 31, 2019
                       
Goodwill
  $
94,564
    $
28,690
    $
123,254
 
Accumulated impairment losses
   
(85,356
)
   
(27,525
)
   
(112,881
)
Goodwill, net as of March 31, 2019
  $
9,208
    $
1,165
    $
10,373
 
 
The Company performed its annual review of indefinite-lived intangible assets as of
March 1, 2019
and determined there was
no
impairment. The preliminary indefinite-lived intangible impairment test passed with a fair market value that was
$19.2
million or
462%
above its carrying value. The definitive indefinite-lived impairment test is expected to be completed in the
fourth
quarter of fiscal
2019.
It is anticipated that the results of the test will
not
change when the test is complete.
 
The following table presents the gross carrying amount and accumulated amortization by each major asset class:
 
   
March 31, 2019
 
Other Intangible Assets
 
Gross
     
 
     
 
 
(In thousands)
 
Carrying
   
Accumulated
   
Net
 
   
Amount
   
Amortization
   
Amount
 
Amortized Intangible Assets
                       
Customer relationships
  $
35,563
    $
11,556
    $
24,007
 
Patents
   
338
     
239
     
99
 
LED technology firmware, software
   
16,066
     
12,223
     
3,843
 
Trade name
   
2,658
     
692
     
1,966
 
                         
Total Amortized Intangible Assets
   
54,625
     
24,710
     
29,915
 
                         
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
  $
58,047
    $
24,710
    $
33,337
 
 
 
 
June 30, 2018
 
Other Intangible Assets
 
Gross
 
 
 
 
 
 
 
  
(In thousands)
       
 
Carrying
 
 
Accumulated
 
 
Net
 
 
 
Amount
 
 
Amortization
 
 
Amount
 
    Amortized Intangible Assets
 
 
 
 
 
 
 
 
 
Customer relationships
 
$
35,563
 
 
$
10,011
   
$
25,552
 
Patents
 
 
338
 
 
 
217
     
121
 
LED technology firmware, software
 
 
16,066
 
 
 
11,801
     
4,265
 
Trade name
 
 
2,658
 
 
 
609
     
2,049
 
             Total Amortized Intangible Assets
 
 
54,625
 
 
 
22,638
     
31,987
 
  
 
 
 
 
 
 
         
 
    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
 
$
58,047
 
 
$
22,638
   
$
35,409
 
 
Amortization expense (in thousands) for intangible assets was
$691
 and
$691
 for the
three
months ended
March 31, 2019
and
2018,
respectively, and
$2,071
and
$2,071
for the
nine
months ended
March 31, 2019
and
2018,
respectively. Future amortization expense (in thousands) associated with these intangible assets is expected to be
$2,761
in
2019,
$2,687
in
2020,
$2,682
in
2021,
$2,460
in
2022,
$2,412
in
2023,
and
$18,985
after
2023.