RICHARDSON ELECTRONICS, LTD. Goodwill & Intangibles Disclosure
|
5. |
GOODWILL AND INTANGIBLE ASSETS |
Goodwill
As a result of the Company’s annual impairment review as of March 3, 2019, and after reviewing the totality of events and circumstances as provided in ASU 2011-08, we determined that it was more likely than not that the fair value for the IMES reporting unit was less than its carrying value. Accordingly, we performed the quantitative impairment test using the income method, which was based on a discounted future cash flow approach that used the significant assumptions of projected revenue, projected operational profit, terminal growth rates and the cost of capital. The Guideline Public Company Method was also considered in the goodwill impairment assessment.
The quantitative impairment test determined that IMES reporting unit‘s carrying value exceeded its fair value by an amount that exceeded the recorded goodwill balance. As a result, in the fourth quarter of fiscal 2019, the Company recorded a non-cash goodwill impairment charge of $6.3 million for the full amount of the goodwill associated with the IMES reporting unit.
Intangible Assets
Intangible assets are initially recorded at their fair market values determined by quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized over their useful lives and are tested for impairment when events or changes in circumstances occur that indicate possible impairment. No impairment was recognized in fiscal 2021, fiscal 2020 or fiscal 2019.
Our intangible assets represent the fair value for trade name, customer relationships, non-compete agreements and technology acquired in connection with our acquisitions. Intangible assets subject to amortization were as follows (in thousands):
|
|
|
May 29, 2021 |
|
|
May 30, 2020 |
|
||
|
Gross Amounts: |
|
|
|
|
|
|
|
|
|
Trade Name |
|
$ |
659 |
|
|
$ |
659 |
|
|
Customer Relationships (1) |
|
|
3,426 |
|
|
|
3,388 |
|
|
Non-compete Agreements |
|
|
177 |
|
|
|
177 |
|
|
Technology |
|
|
230 |
|
|
|
230 |
|
|
Total Gross Amounts |
|
$ |
4,492 |
|
|
$ |
4,454 |
|
|
Accumulated Amortization: |
|
|
|
|
|
|
|
|
|
Trade Name |
|
$ |
659 |
|
|
$ |
659 |
|
|
Customer Relationships |
|
|
1,249 |
|
|
|
1,000 |
|
|
Non-compete Agreements |
|
|
177 |
|
|
|
161 |
|
|
Technology |
|
|
137 |
|
|
|
129 |
|
|
Total Accumulated Amortization |
|
$ |
2,222 |
|
|
$ |
1,949 |
|
|
Net Intangible Assets |
|
$ |
2,270 |
|
|
$ |
2,505 |
|
|
(1) |
Change from prior periods reflect impact of foreign currency translation. |
Under ASC 350, companies must perform the annual test for impairment for indefinite life intangible assets, for which the Company has none, as well as test definite life assets for impairment in the event of a “trigger event” such as adverse changes in the business climate or market which might negatively impact the value of a reporting unit. We determined that the intangible assets were not impaired as of May 29, 2021 on the basis that no adverse events or changes in circumstances were identified that could indicate that the carrying amounts of such assets may not be recoverable.
The amortization expense associated with the intangible assets subject to amortization for the next five years is presented in the following table (in thousands):
|
Fiscal Year |
|
Amortization Expense |
|
|
|
2022 |
|
$ |
253 |
|
|
2023 |
|
|
246 |
|
|
2024 |
|
|
233 |
|
|
2025 |
|
|
220 |
|
|
2026 |
|
|
185 |
|
|
Thereafter |
|
|
1,133 |
|
|
Total amortization expense |
|
$ |
2,270 |
|
The amortization expense associated with the intangible assets totaled approximately $0.2 million during fiscal 2021, fiscal 2020 and fiscal 2019. The weighted average number of years of amortization expense remaining is 12.4 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2021 | Aug 2, 2021 | Showing above |
| 2020 | Aug 3, 2020 | |
| 2019 | Aug 5, 2019 | |
| 2018 | Aug 2, 2018 | |
| 2017 | Jul 31, 2017 | |
| 2016 | Jul 29, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.