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Note 8 - Goodwill and Other Intangible Assets

9 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 8 - 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 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.

The Company identified its reporting units in conjunction with its annual goodwill impairment testing. Following the acquisition of JSI, the Company has a total of three reporting units that contain goodwill. One reporting unit is within the Lighting Segment and two reporting units are within the Display Solutions Segment. The tradename intangible assets have an indefinite life and are also tested separately on an annual basis. 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, 2022, the Company performed its annual preliminary goodwill impairment test on the three reporting units that contain goodwill. The preliminary goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $31.6 million or 18% above the carrying value of the reporting unit including goodwill. The preliminary goodwill impairment test of one reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $12.2 million or 1,316% above the carrying value of the reporting unit including goodwill. The preliminary goodwill impairment test of the second reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $100.4 million or 12% 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 2022. It is anticipated that the results of the definitive 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:

(In thousands)				Display
	Lighting			Solutions
	Segment			Segment			Total
Balance as of March 31, 2022
Goodwill	$	70,971		$	62,105		$	133,076
Measurement period adjustment		-			600			600
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of March 31, 2022	$	9,208		$	35,180		$	44,388

Balance as of June 30, 2021
Goodwill	$	70,971		$	28,690		$	99,661
Goodwill acquired		-			33,415			33,415
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of June 30, 2021	$	9,208		$	34,580		$	43,788

The Company has two indefinite-lived intangible assets. The Company performed its annual review of indefinite-lived intangible assets as of March 1, 2022 and determined there was no impairment. The preliminary impairment test of the first indefinite-lived intangible asset passed with a fair market value of $17.0 million or 396% above its carrying value. The preliminary impairment test of the second indefinite-lived intangible asset passed with a fair market value of and $10.6 million or 22% above its carrying value. The definitive indefinite-lived impairment test is expected to be completed in the fourth quarter of fiscal 2022. It is anticipated that the results of the definitive test will not change when the test is complete.

The gross carrying amount and accumulated amortization by each major intangible asset class is as follows:

	March 31, 2022
(In thousands)	*Gross*
	*Carrying*		*Accumulated*		*Net*
	*Amount*		*Amortization*		*Amount*
Amortized Intangible Assets
Customer relationships	$	62,083	$	13,546	$	48,537
Patents		268		260		8
LED technology firmware, software		20,966		14,303		6,663
Trade name		2,658		1,021		1,637
Non-compete		260		45		215
Total Amortized Intangible Assets		86,235		29,175		57,060

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	29,175	$	69,162

	June 30, 2021
(In thousands)	*Gross*
	*Carrying*		*Accumulated*		*Net*
	*Amount*		*Amortization*		*Amount*
Amortized Intangible Assets
Customer relationships	$	62,083	$	10,967	$	51,116
Patents		268		237		31
LED technology firmware, software		20,966		13,415		7,551
Trade name		2,658		939		1,719
Non-compete		260		6		254
Total Amortized Intangible Assets		86,235		25,564		60,671

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	25,564	$	72,773

	Three Months Ended				Nine Months Ended
	March 31				March 31
(In thousands)	2022		2021		2022		2021

Amortization Expense of Other Intangible Assets	$	1,198	$	671	$	3,611	$	2,012

The Company expects to record annual amortization expense as follows:

(In thousands)

2022	$	4,808
2023	$	4,760
2024	$	4,760
2025	$	4,760
2026	$	4,754
After 2026	$	36,829