Note 4 - Goodwill, Intangible and Long-lived Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Text Block]

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)

GOODWILL, INTANGIBLE AND LONG-LIVED ASSETS

Goodwill and intangible assets on our balance sheets are the result of our acquisitions of Sigma Systems Corp. ("Sigma") in

October 2008

and Thermonics, Inc. ("Thermonics") in

January 2012.

Goodwill

All of our goodwill is allocated to our Thermal segment. There were

changes in the amount of the carrying value of goodwill for the year ended

December 31, 2016.

Intangible Assets

The following table provides further detail about our intangible assets as of

December 31, 2016

and

2015:

	December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	1,480	$	1,328	$	152
Patented technology		590		424		166
Software		270		223		47
Trade name		140		140		-
Total finite-lived intangible assets		2,480		2,115		365
Indefinite-lived intangible assets:
Sigma trademark		510		-		510
Total intangible assets	$	2,990	$	2,115	$	875

	December 31, 2015
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	1,480	$	1,166	$	314
Patented technology		590		386		204
Software		270		196		74
Trade name		140		138		2
Total finite-lived intangible assets		2,480		1,886		594
Indefinite-lived intangible assets:
Sigma trademark		510		-		510
Total intangible assets	$	2,990	$	1,886	$	1,104

generally amortize our finite-lived intangible assets over their estimated useful lives on a straight-line basis, unless an alternate amortization method can be reliably determined. Any such alternate amortization method would be based on the pattern in which the economic benefits of the intangible asset are expected to be consumed.

None

of our finite-lived assets have any residual value. The following table provides further information about the estimated useful lives of our finite-lived intangible assets as of

December

31,

2016:

	Estimated Useful Life		Remaining Estimated Useful Life at Dec. 31, 2016
	- - - - (in months) - - - -
Finite-lived intangible assets resulting from the acquisition of Sigma:
Customer relationships		72		-
Software		120		21.0
Patented technology		60		-
Finite-lived intangible assets resulting from the acquisition of Thermonics:
Customer relationships		72		12.5
Trade name		48		-
Patented technology		132		72.5

Total amortization expense for the years ended

December 31, 2016

and

2015

was

$229

and

$289,

respectively. The following table sets forth the estimated annual amortization expense for our finite-lived intangible assets for each of the n

ext

five

years:

2017	$	212
2018		65
2019		39
2020		30
2021		15

Impairment of Goodwill and Indefinite Life Intangible Assets

During

December 2016

and

2015,

we assessed our goodwill and indefinite life intangible asset for impairment in accordance with the requirements of ASC Topic

350

(Intangibles - Goodwill and Other). Our goodwill impairment assessment is based upon a combination of the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach, and the market approach which estimates the fair value of our reporting units based upon comparable market multiples. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The discount rates used in

2016

and

2015

for the discounted cash flows were

18.5%

and

20.0%,

respectively. The selection of these rates was based upon our analysis of market based estimates of capital costs and discount rates. The peer companies used in the market approach operate in our market segment. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of appropriate peer group companies, control premiums, discount rate, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.

During the goodwill impairment assessment in both

2016

and

2015,

we performed a Step I test to identify potential impairment, in which the fair value of the Thermal Products reporting unit was compared with its book value. This assessment indicated

impairment existed as the fair value of this reporting unit was determined to exceed its carrying value.

During the indefinite life intangible asset impairment assessment in both

2016

and

2015,

we compared the fair value of our intangible asset with its carrying amount. This assessment indicated

impairment existed as the fair value of the intangible assets exceeded their carrying values in both

2016

and

2015.

Impairment of Long-Lived Assets and Finite-lived Intangible Assets

As previously noted, our long-lived assets consist of our finite-lived intangible assets and property and equipment. During

December 2015,

due to continued operating losses experienced by our manufacturing operation in Mt. Laurel, New Jersey, which is included in our EMS segment, we assessed the long-lived assets of this segment for impairment. Our assessment indicated that the property and equipment that is allocated to this segment was

not

impaired. During

2016,

the operations of the manufacturing operation in Mt. Laurel, New Jersey were substantially restructured. However, as this operation still experienced an operating loss for

2016,

we performed an assessment of the long-lived assets of our EMS segment for impairment during

December 2016.

Our assessment indicated that the property and equipment that is allocated to this segment was

not

impaired. During

2016

and

2015,

we did

not

review our Thermal segment's long lived assets for impairment as there were

events or changes in business circumstances that would indicate an impairment might exist.

- 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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