NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 29, 2012

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill - Goodwill has an indefinite useful life. Goodwill is not amortized but, instead, tested at least annually for impairment. Our annual goodwill impairment analysis for the year ended December 31, 2011 indicated that the fair value of all of our reporting units exceeded their carrying value in excess of 45%; therefore, no goodwill impairment charges were required for any of our reporting units for the period.

Because of deteriorating market conditions in 2012, our declining financial performance and the decision to sell several of our assets, we performed an interim assessment of the carrying value of our goodwill as of September 29, 2012. ASC Topic 350-20-35 requires a two-step process, (1) determining the fair value of the reporting units and (2) measuring the amount of the impairment if the carrying amount exceeds the fair value of the reporting unit. In determining fair value of the reporting segments, we reviewed cash flow projections, the weighted average cost of capital and the sustainable growth rate. As a result of this review, we concluded the carrying amount exceeded the fair value of our Engineering and Construction segment and the Land and Right-of-Way division in our Field Solutions segment and recorded a goodwill impairment of approximately $16.9 million as of September 29, 2012. Of this amount, approximately $14.5 million related to continuing operations and approximately $2.4 million related to discontinued operations. In the fourth quarter, we divested approximately $2.8 million in goodwill in the Field Solutions segment as a result of the closing of the sale of the Land and Right-of-Way division. Summarized financial information for goodwill is shown below:

Description of Segment	Balance at December 31, 2011		Impairments and Divestitures			Balance at December 29, 2012
	(dollars in thousands)
Engineering and Construction	$	15,287	$	(14,567	)	$	720
Automation		2,086		—			2,086
Field Solutions*		5,241		(5,241	)		—
Total	$	22,614	$	(19,808	)	$	2,806

* Amounts are included in Assets held for sale and Loss from discontinued operations, net of taxes

Intangible Assets - Our identifiable intangible assets are comprised primarily of non-competition covenants, customer relationships and developed technology acquired through acquisitions. The following table summarizes the cost and accumulated amortization for each of our intangible asset groups as of December 29, 2012 and December 31, 2011:

	Non-competition Covenants		Customer Relationships		Developed Technology		Total
	(dollars in thousands)
As of December 29, 2012
Intangible assets	$	4,420	$	6,347	$	909	$	11,676
Less: accumulated amortization		4,185		5,306		333		9,824
Intangible assets, net	$	235	$	1,041	$	576	$	1,852
As of December 31, 2011
Intangible assets	$	4,420	$	6,347	$	909	$	11,676
Less: accumulated amortization		4,010		4,619		212		8,841
Intangible assets, net	$	410	$	1,728	$	697	$	2,835

Intangible assets are amortized using the straight-line method based on their estimated useful lives. Expected amortization expense related to our amortizable intangible assets is as follows:

Year Ending	Non-competition Covenants		Customer Relationships		Developed Technology		Total
	(dollars in thousands)
December 28, 2013	$	152		609		121		882
December 27, 2014		72		356		122		550
December 26, 2015		11		76		121		208
December 31, 2016		—		—		121		121
December 30, 2017		—		—		91		91
	$	235	$	1,041	$	576	$	1,852

Amortization expense was approximately $0.9 million and $2.0 million for the years ended December 29, 2012 and December 31, 2011, respectively.

- 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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