Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Intangible Assets

v3.10.0.1
Goodwill and Intangible Assets
6 Months Ended
Jul. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5.

Goodwill and Intangible Assets

Goodwill

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.. The following table represents the changes in the carrying amount of goodwill for the six months ended July 31, 2018 (amounts in thousands):

 

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

 

Cumulative translation adjustment

 

 

(970

)

Balance as of July 31, 2018:

 

 

 

 

Goodwill, gross

 

 

63,888

 

Accumulated impairment losses

 

 

(39,279

)

Goodwill, net

 

$

24,609

 

 

In the second quarter of fiscal 2019, we determined there to be a triggering event that prompted us to test our goodwill for impairment as of July 31, 2018. The triggering event was a decline in actual revenue for the quarter compared to projected amounts, which was reported in a Current Report on Form 8-K furnished to the SEC on August 21, 2018. The Company performed a quantitative goodwill impairment test, utilizing the single-step approach under ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment,” comparing the carrying value of the reporting unit to its estimated fair value, which was calculated using a discounted cash flow analysis, a form of income approach. We considered three generally accepted approaches for valuing businesses: the market approach, the income approach and the asset-based (cost) approach to arrive at fair value. The discounted cash flow analysis relied on certain assumptions regarding future net free cash flows based on industry market data, historical performance and expected future performance. Future net free cash flows were discounted to present value using a risk-adjusted discount rate, which reflects the Weighted Average Cost of Capital (“WACC”). The WACC was developed using information from same or similar industry participants and publicly available market data. As a result of the quantitative goodwill impairment test performed as of July 31, 2018, the Company determined that the estimated fair value of the reporting unit exceeded its carrying value, including goodwill, by 28.7%. Therefore, no impairment charges on our goodwill or other long-lived assets were recorded in the second quarter of fiscal 2019.

 

Intangible Assets

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

 

 

 

 

 

 

 

As of July 31, 2018

 

 

As of January 31, 2018

 

 

 

Weighted average

remaining life

(Years)

 

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

 

 

(Amounts in thousands)

 

Finite-life intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts

 

 

1.8

 

 

$

18,263

 

 

$

(17,679

)

 

$

584

 

 

$

30,818

 

 

$

(29,836

)

 

$

982

 

Non-compete agreements

 

 

 

 

 

2,530

 

 

 

(2,530

)

 

 

 

 

 

2,639

 

 

 

(2,635

)

 

 

4

 

Completed technology

 

 

1.8

 

 

 

9,867

 

 

 

(9,717

)

 

 

150

 

 

 

11,479

 

 

 

(11,203

)

 

 

276

 

Trademarks, patents and other

 

 

6.6

 

 

 

7,022

 

 

 

(6,932

)

 

 

90

 

 

 

7,189

 

 

 

(7,148

)

 

 

41

 

Total finite-life intangible assets

 

 

2.0

 

 

$

37,682

 

 

$

(36,858

)

 

$

824

 

 

$

52,125

 

 

$

(50,822

)

 

$

1,303

 

 

Amortization expense for intangible assets was $0.4 million and $0.8 million for the three and six months ended July 31, 2018 and $0.6 million and $1.2 million for the three and six months ended July 31, 2017.

 

As of July 31, 2018, the estimated future amortization expense for our finite-life intangible assets is as follows (amounts in thousands):

 

 

 

Estimated

 

 

 

Amortization

 

Fiscal Year Ended January 31,

 

Expense

 

2019 (for the remaining six months)

 

$

440

 

2020

 

 

326

 

2021

 

 

8

 

2022

 

 

4

 

2023

 

 

4

 

2024 and thereafter

 

 

42

 

Total

 

$

824