Note 5 - Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Text Block]

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GOODWILL AND INTANGIBLE ASSETS

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

October 2008,

Thermonics, Inc. ("Thermonics") in

January 2012

and Ambrell in

May 2017.

All of our goodwill and intangible assets are allocated to our Thermal segment. Our allocation of the purchase price for Ambrell is

not

yet complete; as a result, the values reflected below for intangible assets and goodwill related to the Ambrell acquisition are preliminary and we expect them to change. The preliminary allocation of the Ambrell purchase price was based on estimated fair values as of

May

24,

2017.

Adjustments to these estimates will be included in the final allocation of the purchase price of Ambrell. These adjustments could be material. We expect to finalize the purchase price allocation in the

third

quarter of

2017.

Goodwill

Changes in the amount of the carrying value of goodwill for the

six

months ended

June 30, 2017

are as follows:

	Sigma		Thermonics		Ambrell		Total
Balance - January 1, 2017	$	1,656	$	50	$	-	$	1,706
Acquisition of Ambrell		-		-		16,820		16,820

Balance - June 30, 2017	$	1,656	$	50	$	16,820	$	18,526

Intangible Assets

Changes in the amount of the carrying value of finite-lived intangible assets for the

six

months ended

June 30, 2017

are as follows:

Balance - January 1, 2017	$	365
Acquisition of Ambrell		9,500
Amortization		(303	)

Balance - June 30, 2017	$	9,562

The following tables provide further detail about our intangible assets as of

June 30, 2017

and

December 31, 2016:

	June 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	7,980	$	1,492	$	6,488
Patented technology		2,090		457		1,633
Software		270		236		34
Trade name		640		150		490
Customer backlog		1,000		83		917
Total finite-lived intangible assets		11,980		2,418		9,562
Indefinite-lived intangible assets:
Sigma trademark		510		-		510
Total intangible assets	$	12,490	$	2,418	$	10,072

	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

We 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 intangible assets have any residual value.

Total amortization expense for our finite-lived intangible assets was

$303

and

$116,

respectively, for the

six

months ended

June 30, 2017

and

2016.

The following table sets forth the estimated annual amortization expense for each of the next

five

years:

2017 (remainder)	$	1,285
2018	$	1,840
2019	$	1,397
2020	$	1,388
2021	$	1,301

- 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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