PIONEER POWER SOLUTIONS, INC. Goodwill & Intangibles Disclosure
11. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is tested at the reporting unit level annually and if necessary, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
In 2018, the Company determined certain definite lived intangible assets within the switchgear reporting unit had carrying values that exceeded its fair value. As a result, the Company recorded impairment charges of $870, $377 and $103 against technology-related industry accreditation, customer relationships and non-complete agreements, respectively. During 2019, the Company recorded impairment charges of $83 against internally developed software during 2019 in its Critical Power segment.
Prior to 2017, the Company tested goodwill for impairment using a quantitative analysis consisting of a two-step approach. The first step of our quantitative analysis consisted of a comparison of the carrying value of our reporting units, including goodwill, to the estimated fair value of our reporting units using a discounted cash flow methodology. If step one results in the carrying value of the reporting unit exceeding the fair value of such reporting unit, we would then proceed to step two which would require us to calculate the amount of impairment loss, if any, that we would record for such reporting unit. In the fourth quarter of 2017 the Company adopted ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” and eliminated Step 2 from the goodwill impairment test.
The goodwill impairment test was performed as of October 1, 2019 and involves significant estimates. The Company recorded an impairment charge of $3.0 million to the remaining goodwill at the TESI business unit in 2019, based in part by the loss of the Verizon agreement, which is recorded in continuing operations within selling, general, and administrative expense. The Company recorded no impairment to goodwill during the year ended December 31, 2018.
Changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2019 and 2018 are as follows:
| Critical Power Segment | Total Goodwill | |||||||
| Gross Goodwill: | ||||||||
| Balance as of January 1, 2018 | $ | 2,969 | $ | 2,969 | ||||
| No activity | — | — | ||||||
| Balance as of December 31, 2018 | $ | 2,969 | $ | 2,969 | ||||
| Accumulated impairment losses: | ||||||||
| Balance as of January 1, 2018 | $ | — | $ | — | ||||
| Impairment charges | — | — | ||||||
| Balance as of December 31, 2018 | $ | — | $ | — | ||||
| Net Goodwill | $ | 2,969 | $ | 2,969 | ||||
| Gross Goodwill: | ||||||||
| Balance as of January 1, 2019 | $ | 2,969 | $ | 2,969 | ||||
| No activity | — | — | ||||||
| Balance as of December 31, 2019 | $ | 2,969 | $ | 2,969 | ||||
| Accumulated impairment losses: | ||||||||
| Balance as of January 1, 2019 | $ | — | $ | — | ||||
| Impairment charges | (2,969 | ) | (2,969 | ) | ||||
| Balance as of December 31, 2019 | $ | (2,969 | ) | $ | (2,969 | ) | ||
| Net Goodwill | $ | — | $ | — | ||||
Changes in intangible asset balances for the years ended December 31, 2019 and 2018 consisted of the following:
|
|
Critical Power |
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Total |
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|
Solutions |
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|
Intangible |
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|
Segment |
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Assets |
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|
Balance as of January 1, 2018 |
|
$ |
1,245 |
|
|
$ |
1,245 |
|
|
Amortization |
|
|
(1,121 |
) |
|
|
(1,121 |
) |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
Balance as of December 31, 2018 |
|
$ |
124 |
|
|
$ |
124 |
|
|
Amortization |
|
|
(41 |
) |
|
|
(41 |
) |
|
Impairment charges |
|
|
(83 |
) |
|
|
(83 |
) |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
Balance as of December 31, 2019 |
|
$ |
— |
|
|
$ |
— |
|
The components of intangible assets at December 31, 2019 are summarized below:
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|
|
|
|
|
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|
|
|
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Weighted Average Amortization Years |
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|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Impairment Charges |
|
|
Foreign Currency Translation |
|
|
Net Book Value |
|
||||||
|
Internally developed software |
|
7 |
|
|
|
289 |
|
|
|
(206 |
) |
|
|
(83 |
) |
|
|
— |
|
|
|
— |
|
|
|
Total intangible assets |
|
|
|
|
|
$ |
289 |
|
|
$ |
(206 |
) |
|
$ |
(83 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
(a) |
During 2019, the Company recorded impairment charges to internally developed software intangible asset of the Critical Power business upon determining that the carrying value of these assets was not recoverable. |
The components of intangible assets at December 31, 2018 are summarized below:
|
|
|
Weighted Average Amortization Years |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Impairment Charges |
|
|
Foreign Currency Translation |
|
|
Net Book Value |
|
||||||
|
Customer relationships |
|
|
7 (b) |
|
|
$ |
7,202 |
|
|
$ |
(6,175 |
) |
|
$ |
(377 |
) |
|
$ |
— |
|
|
$ |
650 |
|
|
Non-compete agreements |
|
|
4 (b) |
|
|
|
705 |
|
|
|
(587 |
) |
|
|
(103 |
) |
|
|
— |
|
|
|
15 |
|
|
Trademarks |
|
|
Indefinite |
|
|
|
1,816 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,816 |
|
|
Internally developed software |
|
|
7 |
|
|
|
289 |
|
|
|
(165 |
) |
|
|
— |
|
|
|
— |
|
|
|
124 |
|
|
Developed technology |
|
|
10 |
|
|
|
492 |
|
|
|
(197 |
) |
|
|
— |
|
|
|
— |
|
|
|
295 |
|
|
Technology-related industry accreditations |
|
|
Indefinite (b) |
|
|
|
1,576 |
|
|
|
— |
|
|
|
(870 |
) |
|
|
(22 |
) |
|
|
684 |
|
|
Total intangible assets |
|
|
|
|
|
$ |
12,080 |
|
|
$ |
(7,124 |
) |
|
$ |
(1,350 |
) |
|
$ |
(22 |
) |
|
$ |
3,584 |
|
|
(b) |
During 2018, the Company recorded impairment charges to customer relationships, non-compete agreements and technology-related industry accreditations intangible assets of the switchgear business upon determining that the carrying value of these assets was not recoverable. |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2019 | Mar 30, 2020 | Showing above |
| 2018 | Mar 29, 2019 | |
| 2017 | Apr 2, 2018 | |
| 2016 | Mar 29, 2017 | |
| 2015 | Mar 31, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.