Annual report pursuant to Section 13 and 15(d)

Goodwill and Intangible Assets (Notes)

Goodwill and Intangible Assets (Notes)

12 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets:

Goodwill

In accordance with ASC 350, the Company performs an evaluation of goodwill on an annual basis or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted in the fourth quarter of each fiscal year.

In fiscal year 2013, the Company evaluated the performance and goodwill for the combined reporting units consisting of Noran Tel and Westell, which is the same as the Westell segment and determined that the full carrying amount of goodwill of $2.9 million was impaired. In fiscal year 2014, the Company acquired Kentrox on April 1, 2013 and CSI on March 1, 2014 and each are reporting units.

January 1, 2014 Evaluation

The Company performed its annual evaluation of goodwill as of January 1, 2014. The Company assessed whether it was more likely than not that fair value of the Kentrox reporting unit, which made up all of the goodwill on that date, was less than its carrying amount including goodwill by considering the following factors: macroeconomic conditions, industry and market considerations, financial market considerations, key personnel, share price and overall financial performance. Based on these factors, the Company determined no indicators of impairment were present and therefore it was not necessary to perform a two-step goodwill impairment test.

Changes in the carrying amounts of goodwill by reporting units are as follows:



(in thousands)	Kentrox		CSI		Noran Tel			Westell			Total
Gross goodwill	$	—	$	—	$	1,890		$	9,651		$	11,541
Accumulated impairment	—		—		(1,381		)	(9,651		)	(11,032		)
Currency translation	—		—		292			—			292
April 1, 2012 balance, net	—		—		801			—			801
Noran Tel relocation	—		—		(798		)	798			—
Business acquisition	—		—		—			2,086			2,086
Goodwill impairment	—		—		—			(2,884		)	(2,884		)
Currency translation	—		—		(3		)	—			(3		)
March 31, 2013 balance, net	—		—		—			—			—
Business acquisitions	10,555		20,142		—			—			30,697
March 31, 2014 balance, net	$	10,555	$	20,142	$	—		$	—		$	30,697

Intangible Assets

In fiscal year 2014, the Company determined that the NoranTel trade name would be phased out over a one year period and therefore started to amortize the intangible asset over its remaining useful life. In the fourth quarter of fiscal year 2014, indicators of impairment were present with the declining revenue from legacy products in the Westell segment and the Company performed an evaluation to test intangible assets related to those products for recoverability. The Company concluded that the transmission product technology intangible acquired with the NoranTel acquisition was impaired. A $245,000 charge resulted recorded in intangible amortization expense to reduce the value of the asset to $205,000 which will be amortized over the remaining useful life of two years. The Company determined that indicators of impairment related to the ANTONE and current year Kentrox and CSI acquisitions were not present. During the years ended March 31, 2013 and 2012, no impairment existed with respect to the Company's intangible assets with determinable lives and no significant changes to the remaining useful lives were necessary.

The following table presents details of the Company’s intangibles from historical acquisitions, including the fiscal year 2013 ANTONE acquisition and fiscal year 2014 Kentrox and CSI acquisitions:



	March 31, 2014				March 31, 2013
	Gross Carrying Amount	Accumulated Amortization and Impairment		Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization and Impairment		Net Carrying Amount
Backlog	1,510	(1,510	)	—	—	—		—
Customer relationships	24,437	(4,437	)	20,000	4,497	(2,618	)	1,879
Product technology	45,234	(35,404	)	9,830	36,964	(34,132	)	2,832
Non-compete	510	(21	)	489	—	—		—
Trade name and trademark	2,355	(318	)	2,037	375	(23	)	352
Total finite-lived intangible assets, net	74,046	(41,690	)	32,356	41,836	(36,773	)	5,063

The finite-lived intangibles are being amortized over periods of one month to ten years using either a straight line method or the consumption period based on expected cash flows from the underlying intangible asset. Finite-lived intangible amortization expense from continuing operations was $4.9 million, $0.9 million and $0.5 million in fiscal years 2014, 2013 and 2012. The following is the expected future amortization by fiscal year:



(in thousands)	2015		2016		2017		2018		2019		thereafter
Intangible amortization expense	$	6,840	$	6,123	$	5,179	$	3,742	$	3,513	$	6,959

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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