NOTE 5—GOODWILL AND INTANGIBLE ASSETS:
Goodwill
The Company tests goodwill for impairment annually on the first day of its fourth fiscal quarter and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Goodwill impairment testing is performed at the reporting unit level. Based on the current year assessment, the Company concluded that no impairment charges were necessary for the Company’s reporting unit as of its annual impairment testing date of September 1, 2025. Subsequent to September 1, 2025, the Company experienced a sustained decrease in the market price of its common stock resulting in the market capitalization being significantly less than the carrying value of the reporting unit. After considering all available evidence in the evaluation of goodwill impairment indicators, the Company determined it appropriate to perform an interim quantitative assessment as of November 1, 2025. The quantitative impairment testing performed consisted of the income and market approach and was reconciled to the Company’s market capitalization. The income approach applied a fair value methodology to our reporting unit based on discounted cash flows. This analysis requires significant judgments and assumptions, including estimation of our future cash flows, which is dependent on internally developed forecasts, including future levels of revenue growth, and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margin, and determination of a weighted average cost of capital. We also applied a market approach. Under the market approach, we utilized a guideline public company method, which involves calculating valuation multiples based on financial data from comparable publicly traded companies and considerations of recent transactions in the technology industry. Multiples derived from these companies and transactions provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. These multiples are then applied to the financial data for our reporting unit to arrive at an indication of fair value. The market multiple was applied to adjusted EBITDA.
As a result of the quantitative analysis performed, the carrying value of the Company’s reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $1,523,266. This charge was recorded within the impairment charges caption of the consolidated statement of operations for the fiscal year ended November 30, 2025. No subsequent impairment indicators were identified. The Company did not have any impairment charges related to goodwill during the fiscal years ended November 30, 2024 or prior.
Below is a progression of goodwill for fiscal years 2025 and 2024:
| | | | | | | | | | | |
| Fiscal Years Ended November 30, |
| 2025 | | 2024 |
| Balance at beginning of year | $ | 4,986,967 | | | $ | 5,078,668 | |
| Acquisitions | 17,370 | | | 2,000 | |
| Acquisition measurement period adjustments | — | | | 60,630 | |
| Assets held for sale | (2,570) | | | — | |
| Impairment charge | (1,523,266) | | | — | |
| Foreign currency translation | 193,245 | | | (154,331) | |
| Balance at end of year | $ | 3,671,746 | | | $ | 4,986,967 | |
The Company is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis (including impairment assessments). Goodwill was valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach). Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly higher (lower) fair value measurement.
Other Intangible Assets
The Company’s other intangible assets, primarily acquired through business combinations, are subject to amortization and are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts. Impairment charges, related to a subsidiary that met held for sale criteria as of November 30, 2025, were not material for the fiscal year end November 30, 2025. There were no impairment charges recorded for the fiscal years ended November 30, 2024 and 2023. As of November 30, 2025 and 2024, the Company’s other intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of November 30, 2025 | | As of November 30, 2024 |
| Gross amounts | | Accumulated amortization | | Net amounts | | Gross amounts | | Accumulated amortization | | Net amounts |
| Customer relationships | $ | 3,736,591 | | | $ | (1,822,119) | | | $ | 1,914,472 | | | $ | 3,594,694 | | | $ | (1,399,588) | | | $ | 2,195,106 | |
| Technology | 79,603 | | | (64,089) | | | 15,514 | | | 79,645 | | | (50,119) | | | 29,526 | |
| Trade names | 123,484 | | | (93,132) | | | 30,352 | | | 113,758 | | | (51,503) | | | 62,255 | |
| Non-compete agreements | 2,200 | | | (2,200) | | | — | | | 2,200 | | | (2,147) | | | 53 | |
| $ | 3,941,878 | | | $ | (1,981,540) | | | $ | 1,960,338 | | | $ | 3,790,297 | | | $ | (1,503,357) | | | $ | 2,286,940 | |
Amortization expense for intangible assets was $434,332, $458,925, and $214,832 for the fiscal years ended November 30, 2025, 2024 and 2023, respectively, and the related estimated expense for the five subsequent fiscal years and thereafter is as follows: | | | | | |
| Fiscal Years Ending November 30, | Amortization Expense |
| 2026 | $ | 393,559 | |
| 2027 | 297,133 | |
| 2028 | 251,871 | |
| 2029 | 209,650 | |
| 2030 | 177,687 | |
| Thereafter | 630,438 | |
| Total | $ | 1,960,338 | |
The remaining weighted average amortization period for customer relationships and other intangible assets is approximately 12 years.