Annual report pursuant to Section 13 and 15(d)

Goodwill and Intangible Assets

v3.8.0.1
Goodwill and Intangible Assets
12 Months Ended
Jan. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

6.

Goodwill and Intangible Assets

Goodwill, net

Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. We are required to perform impairment tests related to our goodwill annually, which we perform during the third quarter of each fiscal year, or when we identify certain triggering events or circumstances that would more likely than not reduce the estimated fair value of the goodwill of the Company below its carrying amount. At January 31, 2018 and 2017, we had goodwill of $25.6 million and $23.3 million, respectively. The change in the carrying amount of goodwill for fiscal year 2018 is due to the impact of foreign currency translation adjustments related to goodwill balances that are recorded in currencies other than the U.S. dollar. The following table represents the changes in goodwill for the fiscal years ended January 31, 2018 and 2017 (amounts in thousands):

 

Balance as of January 31, 2016:

 

 

 

 

Goodwill, gross

 

$

55,962

 

Accumulated impairment losses

 

 

(15,787

)

Goodwill, net

 

 

40,175

 

Acquisition of DCC Labs

 

 

7,255

 

Goodwill impairment charge

 

 

(23,492

)

Cumulative translation adjustment

 

 

(651

)

Balance as of January 31, 2017:

 

 

 

 

Goodwill, gross

 

 

62,566

 

Accumulated impairment losses

 

 

(39,279

)

Goodwill, net

 

 

23,287

 

Cumulative translation adjustment

 

 

2,292

 

Balance as of January 31, 2018

 

 

 

 

Goodwill, gross

 

 

64,858

 

Accumulated impairment losses

 

 

(39,279

)

Goodwill, net

 

$

25,579

 

 

In the third quarter of fiscal 2018, we finalized the “Step 1” analysis of our annual goodwill impairment test for fiscal 2018. Based on this analysis, we determined that fair value of our reporting unit exceeded its carrying value, which was $64.2 million at August 1, 2017. As a result, no impairment charge was required related to the annual test. See “Critical Accounting Policies and Significant Judgement and Estimates – Goodwill” in Part II, Item 7 of this Form 10-K for more information.

During the third quarter of fiscal 2018, we determined that there was a significant decrease in fair value of the Corporate Headquarters (see Note 2, “Summary of Significant Accounting Policies – Impairment of Assets,” for more information). We considered this significant decrease in fair value a triggering event. As a result, we were required to complete an additional goodwill impairment test as of the date of the triggering event. We completed the additional goodwill impairment test and determined that the implied fair value of the reporting unit exceeds its carrying value as of the date of the triggering event. Accordingly, no impairment charge was recognized.

While no impairment resulted from our annual test, impairment charges may occur in the future as a result of changes in projected growth and other factors. No triggering events have occurred during the fourth quarter of fiscal 2018 that would indicate a potential impairment of goodwill exists.

We determined based on “Step 1” of our fiscal 2017 annual impairment test, that the fair value of our reporting unit was less than its carrying value, which was $102.5 million at August 1, 2016. Since the estimated fair value of our reporting unit was less than its carrying value, we determined that it was necessary to perform “Step 2” of the impairment test. In “Step 2” of the impairment test we compared the implied fair value of our goodwill to its carrying value. After adjusting the carrying value of all assets, liabilities and equity to fair value at August 1, 2016, the estimated implied fair value of goodwill was calculated to be $22.3 million. Since the implied fair value of goodwill of $22.3 million is less than the carrying value of $45.8 million as of August 1, 2016, we recorded an impairment charge of $23.5 million to loss on impairment of long-lived assets in our consolidated statements of operations and comprehensive income (loss).

Intangible assets, net

Intangible assets, net, consisted of the following at January 31, 2018 and 2017:

 

 

 

 

 

 

 

January 31, 2018

 

 

January 31, 2017

 

 

 

Weighted average

remaining life

(Years)

 

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

 

 

 

 

 

 

(Amounts in thousands)

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts

 

 

1.7

 

 

$

30,818

 

 

$

(29,836

)

 

$

982

 

 

$

30,056

 

 

$

(28,019

)

 

$

2,037

 

Non-compete agreements

 

 

0.5

 

 

 

2,639

 

 

 

(2,635

)

 

 

4

 

 

 

2,374

 

 

 

(2,356

)

 

 

18

 

Completed technology

 

 

1.8

 

 

 

11,479

 

 

 

(11,203

)

 

 

276

 

 

 

10,496

 

 

 

(9,997

)

 

 

499

 

Trademarks, patents and other

 

 

2.5

 

 

 

7,189

 

 

 

(7,148

)

 

 

41

 

 

 

7,125

 

 

 

(7,076

)

 

 

49

 

Total finite-lived intangible assets

 

 

1.7

 

 

$

52,125

 

 

$

(50,822

)

 

$

1,303

 

 

$

50,051

 

 

$

(47,448

)

 

$

2,603

 

 

Amortization expense for intangible assets was $2.4 million, $3.3 million and $4.8 million for fiscal 2018, 2017 and 2016, respectively.

The total amortization expense for each of the next five fiscal years is as follows (amounts in thousands):

 

 

 

Estimated

 

 

 

Amortization

 

For the Fiscal Years Ended January 31,

 

Expense

 

2019

 

$

914

 

2020

 

 

385

 

2021

 

 

4

 

2022

 

 

 

2023

 

 

 

2024 and thereafter

 

 

 

Total

 

$

1,303

 

 

 

 

 

 

Actual amortization may differ from estimated amounts in the table above due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization, or other events.