GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

GOODWILL AND INTANGIBLE ASSETS [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

GOODWILL AND INTANGIBLE ASSETS

(a) Goodwill

The changes in the carrying amounts of goodwill by segment from December 31, 2012 to September 30, 2013 were as follows:



	Energy & Security Sonar Solutions segment		GridSense segment			USSI segment		Power Generation Monitoring segment			Cathodic Protection segment*			Total
Balance as of December 31, 2012	$	541	$	2,757		$	1,402	$	1,517		$	413		$	6,630
Impairment	—		—			—		(1,517		)	(413		)	(1,930		)
Translation adjustment	29		(232		)	—		—			—			(203		)
Balance as of September 30, 2013	$	570	$	2,525		$	1,402	$	—		$	—		$	4,497

* Results for the Cathodic Protection ("CP") segment are included in "Other" in Segment Reporting (see Note 10).

OmniMetrix's PG segment operates primarily on a recurring revenue model where monitors are sold at or below cost in exchange for customer commitments for fixed term monitoring contracts. During the first half of 2013, OmniMetrix marketed primarily to dealers and distributors of the most common brands of generators. While some larger dealers have embraced this business model, it has not universally resonated within the dealer marketplace and the rate of adoption (and thus sales of monitors and monitoring subscriptions) has been far slower than anticipated. Revenue in 2013 and future years (for both PG and CP segments) have been significantly adversely impacted by the inability to make expected penetration in the marketplace and future projections for the segments have been adjusted accordingly. Following a goodwill impairment analysis based upon expected discounted cash flows using Level 3 inputs from both the Company's PG and CP segments, the Company determined that the goodwill recorded with respect to both segments were fully impaired and the Company recorded an impairment charge of $1,930.

(b) Intangibles

The changes in the carrying amounts and accumulated amortization of intangible assets from December 31, 2012 to September 30, 2013 were as follows:



	Energy & Security Sonar Solutions segment					GridSense segment						USSI segment					Power Generation Monitoring segment						Cathodic Protection segment**
	Cost		A.A.*			Cost			A.A.*			Cost		A.A.*			Cost			A.A.*			Cost			A.A.*			Total
Balance as of December 31, 2012	$	532	$	(364	)	$	2,777		$	(873	)	$	2,715	$	(380	)	$	4,385		$	(309	)	$	1,196		$	(118	)	$	9,561
Impairment	—		—			—			—			—		—			(3,824		)	—			(977		)	—			(4,801		)
Amortization	—		(61		)	—			(206		)	—		(113		)	—			(252		)	—			(101		)	(733		)
Translation adjustment	30		(26		)	(142		)	47			—		—			—			—			—			—			(91		)
Balance as of September 30, 2013	$	562	$	(451	)	$	2,635		$	(1,032	)	$	2,715	$	(493	)	$	561		$	(561	)	$	219		$	(219	)	$	3,936
Weighted average estimated useful lives in years	6					10						20

* Accumulated amortization

** Results for the Cathodic Protection segment are included in "Other" in Segment Reporting (see Note 10).

The composition of intangibles in each of the Company's segments are as follows (following the third quarter 2013 impairment charge):



Segment		Type of Intangible
Energy & Security Sonar Solutions		Naval technologies
GridSense		Software, customer relationships and trade name
USSI		Sensor technologies and license
Power Generation Monitoring		Technologies
Cathodic Protection*		Technologies

* The Cathodic Protection segment is included in "Other" in Segment Reporting (see Note 10).

As noted above (Note 7(a)), OmniMetrix's potential customers adoption of its business model has been far slower than anticipated. The goodwill impairment analysis performed also indicated that the acquired intangible assets (technologies, customer relationships and non-compete agreements) were also impaired based on Level 3 inputs. Accordingly, in the third quarter of 2013, the Company recorded impairment charges of $2,708 and $977 associated with its PG and CP segments, respectively.

During the second quarter of 2013, a customer with whom OmniMetrix had a significant on-going relationship at the time of the Company's acquisition of OmniMetrix in February 2012, indicated that they would be disconnecting all of their power generator monitoring units over a period of time. Accordingly, the Company recorded an impairment of the customer relationship intangible asset associated with that customer in its Power Generation Monitoring segment of $1,116.

Amortization expense for the nine months ended September 30, 2012 and 2013 amounted to $716 and $733, respectively. Amortization expense with respect to intangible assets is estimated to be $480, $396, $354, $354 and $354 for each of the years ending September 30, 2014 through 2018.

- 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.

+ References+ Details