Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Intangible Assets

v3.23.3
Goodwill and Intangible Assets
 6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by segment follows:
ODS AGP Total
Goodwill as of March 31, 2023
 $ 80,176  $ 481,400  $ 561,576 
Foreign currency translation —  (5,419) (5,419)
Impairment of goodwill
 $ —  $ (147,181) $ (147,181)
Goodwill as of September 30, 2023
 $ 80,176  $ 328,800  $ 408,976 

The Company evaluates goodwill for impairment at least annually or upon the occurrence of events or circumstances that indicate they would more likely than not reduce the fair value of a reporting unit below its carrying value. During annual testing as of March 31, 2023, the Company determined that the fair value of both reporting units was in excess of their carrying value. As a result of this review, the Company did not record an impairment charge in fiscal year 2023.

As of September 30, 2023, the Company determined that the sustained decline in the quoted market price of the Company’s common stock during the fiscal year (in particular, during the quarter ended September 30, 2023 and following such quarter end), the recent increase in interest rates, and the Company’s current and recently updated forecasted operating trends represented a change in circumstances that indicated that the fair value of the Company’s reporting units may be less than their carrying value. The Company completed an impairment assessment of its goodwill, and as a result of this review, recorded a $147,181 non-deductible, non-cash goodwill impairment charge (or $1.46] per basic and diluted share) for the AGP reporting unit for the quarter ended September 30, 2023. There was no impairment of goodwill for the ODS reporting unit.

The fair value of each reporting unit was estimated using a weighted combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach (the “Guideline Public Company Method”). The Company’s September 30, 2023 testing reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach is appropriate, as it directly reflects its future growth and profitability expectations.

The discounted cash flow method requires significant assumptions and estimates, the most significant of which are projected future growth rates, capital expenditures, tax rates, gross margins and terminal values. In addition, the Company determines its weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its estimated future cash flows used in the impairment assessment, including revenues, gross profits, and EBITDA to reflect its best estimates at this time. The Company also updated key inputs for the discounted cash flow models, including the weighted-average cost of capital, which increased due to higher interest rates, market volatility, and the company specific premium.

The market approach estimates the fair value of the reporting unit by applying multiples of operating performance measures to the reporting unit’s operating performance. These multiples are derived from comparable publicly-traded companies with similar investment characteristics. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its revenue and EBITDA market multiples, reflecting declining valuations across the Company’s selected peer group. These updates, along with those made to the discounted cash flow models described above, had significant impacts on the estimated fair values of the Company’s reporting units.

As of September 30, 2023, the goodwill impairment evaluation indicated the following for the Company’s reporting units:

ODS

For the ODS reporting unit, the Company determined that the estimated fair value was in excess of its carrying value by $233,100. As a result, no impairment charge was recorded.

The ODS reporting unit has remaining goodwill of $80,176 as of September 30, 2023. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the ODS reporting unit and concluded that such assets were not impaired.

AGP
For the AGP reporting unit, the Company determined that the carrying value was in excess of its estimated fair value, resulting in an impairment charge of $147,181.

The decline in the fair value of the AGP reporting unit below its carrying value resulted primarily from the Company’s recently reduced estimates in its estimated future cash flows, including revenues, gross profits, and EBITDA as mentioned above. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the AGP reporting unit and concluded that such assets were not impaired.

Subsequent to the impairment charge discussed above, the AGP reporting unit has remaining goodwill of $328,800, and an excess of fair value over carrying value of net assets of 0% as of the test date (September 30, 2023). As noted above, the fair value of the AGP reporting unit is derived from a 75%/25% allocation between the discounted cash flows method and the market approach.
Intangible Assets
The components of intangible assets were as follows as of the periods indicated:
 
As of September 30, 2023
Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net
Customer relationships 12.01 years $ 168,405  $ (49,400) $ 119,005 
Developed technology 4.79 years 146,337  (49,070) 97,267 
Trade names 1.83 years 69,894  (36,255) 33,639 
Publisher relationships 17.35 years 108,659  (13,178) 95,481 
Total $ 493,295  $ (147,903) $ 345,392 
 
As of March 31, 2023
Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net
Customer relationships 12.06 years $ 170,281  $ (39,925) $ 130,356 
Developed technology 5.28 years 146,596  (38,813) 107,783 
Trade names 2.33 years 69,983  (27,115) 42,868 
Publisher relationships 17.83 years 109,028  (10,403) 98,625 
Total $ 495,888  $ (116,256) $ 379,632 
The Company recorded amortization expense of $16,157 and $32,346, respectively, during the three and six months ended September 30, 2023, and $16,185 and $32,302, respectively, during the three and six months ended September 30, 2022, in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).
Estimated amortization expense in future fiscal years is expected to be:
Fiscal year 2024 $ 32,102 
Fiscal year 2025 55,591 
Fiscal year 2026 41,348 
Fiscal year 2027 35,232 
Fiscal year 2028 35,233 
Thereafter 145,886 
Total $ 345,392