Goodwill and Intangible Assets | 2. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination. The Company does not amortize its goodwill, but instead tests for impairment annually in the fourth quarter and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying value of the asset. Due to the continued impact of the COVID-19 pandemic, we experienced a slowdown in business during the three-month period ended December 31, 2021, and we determined there are events and changes in circumstances that indicate our goodwill and other intangible assets are impaired. Accordingly, at December 31, 2021, we evaluated the fair value of the goodwill and other intangible assets. Based on this evaluation, we determined that certain intangible assets were fully impaired and recorded an impairment charge of $918,000 in the three months ended December 31, 2021. Further, we determined that the goodwill with the carrying value of $4.3 million was fully impaired and recorded an impairment charge of $4.3 million. As noted in our significant accounting policies, we have one reporting unit and its carrying value was compared to its estimated fair value. At December 31, 2021, the Company considered various valuation approaches to estimate its fair value, including an income approach and an asset approach. The income approach is based on the present value of future cash flows, which are derived from long term financial forecasts, and requires significant assumptions and judgement including among others, a discount rate and a terminal value. Fair values were based on expected future cash flows using Level 3 inputs under ASC 820. The cash flows are those expected to be generated by the market participants, discounted at the weighted average cost of capital. The present value of future cash flows was determined by discounting estimated future cash flows, which included long-term growth rate of 3%, at a weighted average cost of capital (discount rate) of 25%, which considered the risk of achieving the projected cash flows, including the risk applicable to the reporting unit, industry and market as a whole. The adjusted book value method, a form of the asset approach, was used to estimate the fair value by subtracting the market value of the non-debt liabilities from the market value of the assets. Since the value indication we derived from the income approach was below the value indicated from the asset approach, the Company relied on the asset approach to determine the fair value for the goodwill and intangible asset impairment test. Changes to goodwill during the nine months ended December 31, 2021 were as follows: Total Balance—March 31, 2021 $ 4,282,984 Impairment charge to goodwill (4,282,984) Balance— December 31, 2021 $ — Intangible assets consist of the following at December 31, 2021 and March 31, 2021: Patents & Exclusive License Customer Non-Compete Assembled Agreement Trademark Relationships Agreement Workforce Total Useful Life 9.74 years Indefinite 10 years 2 years 1 year Gross carrying amount $ 1,306,031 $ 2,505,907 $ 1,431,680 $ 61,366 $ 275,720 $ 5,580,704 Impairment (634,012) (2,505,907) (857,298) — — (3,997,217) Accumulated amortization (672,019) — (574,382) (61,366) (275,720) (1,583,487) Balance—December 31, 2021 $ — $ — $ — $ — $ — $ — Patents & Exclusive License Customer Non-Compete Assembled Agreement Trademark Relationships Agreement Workforce Total Useful Life 9.74 years Indefinite 10 years 2 years 1 year Gross carrying amount $ 1,306,031 $ 2,505,907 $ 1,431,680 $ 61,366 $ 275,720 $ 5,580,704 Impairment (316,388) (1,905,907) (857,298) — — (3,079,593) Accumulated amortization (613,092) — (574,382) (61,366) (275,720) (1,524,560) Balance—March 31, 2021 $ 376,551 $ 600,000 $ — $ — $ — $ 976,551 Amortization for the three months ended December 31, 2021 and December 31, 2020 was $20,000 and $24,000, respectively. Amortization expense for the nine months ended December 31, 2021 and December 31, 2020 was $59,000 and $71,000, respectively. Amortization expense is classified as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations. |