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Fair Value Measurements
12 Months Ended
Jun. 30, 2013
Fair Value Measurements [Abstract]  
Fair Value Measurements

5.            Fair Value Measurements

The Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and non-recurring basis. Under this guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels defined as follows:

 

 

 

 

 

 

 

Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.

 

 

 

 

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

 

 

 

 

Level 3 - Inputs are unobservable for the asset or liability.

 

As part of the consideration for the Prostiva acquisition, (see Note 4), the estimated royalty payments between the minimum and maximum amounts are considered contingent consideration.  The contingent consideration is measured at fair value at the acquisition date and is remeasured to fair value at each reporting date until the contingency is resolved using Level 3 inputs.  The Level 3 inputs consist of the projected fiscal year of payments based on projected revenues and an estimated discount rate.  The fair value is determined by applying an appropriate discount rate that reflects the risk factors associated with the payment streams.  The changes in fair value that do not relate to the initial recognition of the liability as of the acquisition date are recognized in earnings.  The Company estimates the fair value of the future contingent consideration at $1.5 million at June 30, 2013. The Company recognized a reduction in fair value of contingent consideration of $1.4 million during the fiscal year ended June 30, 2013.  The decrease in fair value of contingent consideration was partially offset by an increase of $933,000 in non-contingent consideration due to an increase in the projected time to reach the cumulative $10 million of royalty and license fees, which increased the number of years subject to minimum royalty payments and reduced the projected royalty payments in excess of contractual minimums in earlier years.  The following table provides a reconciliation of the beginning and ending balances of the contingent consideration liability:

 

 

 

 

 

 

 

 

Fiscal Year

(in thousands)

2013

Beginning Balance - Contingent Consideration Liability

$

2,862 

Accretion expense

 

(11)

Change in fair value of contingent consideration

 

(1,380)

Ending Balance - Contingent Consideration Liability

$

1,471 

 

 

 

As a result of the delisting of our common stock from the NASDAQ exchange at the start of trading on June 7, 2013 and the continued decline of our stock price, we tested our long-lived assets and goodwill for impairment as of June 30, 2013.  Based on this impairment testing it was determined that our intangible assets acquired as part of the Prostiva acquisition with carrying amount of $1.9 million were impaired (See Note 11).  As a result, we wrote the intangible assets down to their implied fair value of $1.5 million and recorded an impairment charge of $434,000.   The fair value of patents and technology, customer base and trademark intangible assets was determined based on a discounted cash flow analysis of forecasted future operating results, which represents Level 3 assets measured at fair value on a nonrecurring basis subsequent to its original recognition.  The following table provides a reconciliation of the beginning and ending balances of intangible assets:

 

 

 

 

 

 

 

 

Fiscal Year

(in thousands)

2013

Beginning Balance - Intangible Assets

$

2,177 

Amortization expense

 

(248)

Impairment Charge

 

(434)

Ending Balance - Intangible Assets

$

1,495