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Note 6 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Text Block]

(6)

GOODWILL AND INTANGIBLE ASSETS

We have two operating segments which are also our reporting units: Thermal and EMS. Goodwill and intangible assets on our balance sheets are the result of our acquisitions.

Goodwill

There was no change in the carrying value of goodwill for the year ended December 31, 2020. Changes in the amount of the carrying value of goodwill for the year ended December 31, 2021 are as follows:

Balance - January 1, 2021	$	13,738
Acquisition of Z-Sciences		111
Acquisition of Videology		4,596
Acquisition of Acculogic		2,912
Impact of foreign currency translation adjustments		91
Balance - December 31, 2021	$	21,448

Goodwill was comprised of the following at December 31, 2021 and 2020:

	December 31,
	2021		2020
Thermal Segment:
Sigma	$	1,656	$	1,656
Thermonics		50		50
Ambrell		12,032		12,032
Z-Sciences		111		-
Videology		4,544		-
Total Thermal Segment		18,393		13,738

EMS Segment:
Acculogic		3,055		-
Total Goodwill	$	21,448	$	13,738

Intangible Assets

There was no change in the carrying value of indefinite-lived intangible assets for the year ended December 31, 2020. Changes in the amount of the carrying value of indefinite-lived intangible assets for the year ended December 31, 2021 are as follows:

Balance - January 1, 2021		6,710
Acquisition of Videology		850
Acquisition of Acculogic		878
Impact of foreign currency translation adjustments		(10	)
Balance - December 31, 2021	$	8,428

Changes in the amount of the carrying value of finite-lived intangible assets for the years ended December 31, 2021 and 2020 are as follows:

Balance - January 1, 2020	$	6,944
Amortization		(1,233	)
Balance - December 31, 2020		5,711
Acquisition of Z-Sciences		389
Acquisition of Videology		4,396
Acquisition of Acculogic		4,196
Impact of foreign currency translation adjustments		(46	)
Amortization		(1,440	)
Balance - December 31, 2021	$	13,206

The following tables provide further detail about our intangible assets as of December 31, 2021 and 2020:

	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	16,544	$	6,160	$	10,384
Technology		2,950		569		2,381
Patents		590		585		5
Backlog		521		85		436
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		21,015		7,809		13,206
Indefinite-lived intangible assets:
Trademarks		8,428		-		8,428
Total intangible assets	$	29,443	$	7,809	$	21,634

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	10,480	$	4,912	$	5,568
Technology		600		477		123
Patents		590		570		20
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		12,080		6,369		5,711
Indefinite-lived intangible assets:
Trademarks		6,710		-		6,710
Total intangible assets	$	18,790	$	6,369	$	12,421

We generally amortize our finite-lived intangible assets over their estimated useful lives based on the pattern in which the economic benefits of the intangible assets are expected to be consumed, or on a straight-line basis, if an alternate amortization method cannot be reliably determined. Any such alternate amortization method would. None of our intangible assets have any residual value.

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

2022	$	2,720
2023	$	2,132
2024	$	2,007
2025	$	1,793
2026	$	1,182

Impairment of Goodwill and Indefinite Life Intangible Assets

During October 2021 and December 2020, respectively, we assessed our goodwill and indefinite life intangible asset for impairment in accordance with the requirements of ASC Topic 350 using a quantitative approach. Our goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The discount rate used in 2021 and 2020 for the discounted cash flows was 16.0% and 20.0%, respectively. The selection of the rate in each year was based upon our analysis of market-based estimates of capital costs and discount rates. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of control premiums, discount rates, 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 2021 and 2020, we compared the fair value of our Thermal reporting unit with its carrying value. This assessment indicated no impairment existed as the fair value of the reporting unit exceeded its carrying value in both 2021 and 2020.

During the indefinite life intangible asset impairment assessment in both 2021 and 2020, we compared the fair value of our indefinite life intangible assets with their carrying values. This assessment indicated no impairment existed as the fair value of the indefinite life intangible assets exceeded their carrying values in both 2021 and 2020.

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

During 2021 and 2020, we did not review any of our long-lived assets for impairment other than the ROU assets related to the leases for our facilities in Fremont, CA and Mansfield, MA as discussed further in Notes 5 and 10. There were no events or changes in business circumstances that would indicate an impairment might exist other than the events identified and discussed in Note 3 related to these specific long-lived assets.