XML 37 R10.htm IDEA: XBRL DOCUMENT

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 30, 2011

GOODWILL AND OTHER INTANGIBLE ASSETS

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying value of goodwill by reporting unit for the fiscal year ended December 30, 2011 were as follows:

	Fiscal Year 2011

	Balance at Beginning of Year		Goodwill Additions		Impairment		Balance at End of Year
Reporting Unit:
Energy Solutions	$	12,475,000	$	2,733,000	$	—	$	15,208,000
Financial Services		—		—		—		—
Homeland Security Services		—		—		—		—

	$	12,475,000	$	2,733,000	$	—	$	15,208,000

	Fiscal Year 2010

	Balance at Beginning of Year		Goodwill Additions		Impairment		Balance at End of Year
Reporting Unit:
Energy Solutions	$	10,371,000	$	2,104,000	$	—	$	12,475,000
Financial Services		—		—		—		—
Homeland Security Services		—		—		—		—

	$	10,371,000	$	2,104,000	$	—	$	12,475,000

	Fiscal Year 2009

	Balance at Beginning of Year		Goodwill Additions		Impairment			Balance at End of Year
Reporting Unit:
Energy Solutions	$	8,382,000	$	1,989,000	$	—		$	10,371,000
Financial Services		2,763,000		—		(2,763,000	)		—
Homeland Security Services		—		—		—			—

	$	11,145,000	$	1,989,000	$	(2,763 ,000	)	$	10,371,000

The additions to goodwill during fiscal 2009 for Energy Solutions related to the $1.3 million earn-out payment and finalization of the purchase price allocation. In fiscal 2009, the fair value of the Financial Services reporting unit did not exceed its carrying value and step two of the impairment analysis indicated that there was no implied value to this reporting unit's goodwill. Accordingly, an impairment charge of $2.8 million was recognized. The fair value of the reporting unit is a Level 3 valuation. The valuation was based on an 80% weighting of an income approach value and a 20% weighting using a market approach value. The income approach was based on the present value of projected cash flows during the holding period and disposition of the reporting unit at the end of the final year of the assumed holding period. The market approach was based on a multiple of earnings before interest, taxes, depreciation and amortization ("EBITDA") utilizing publicly available EBITDA multiples for similar companies. The terminal sales value computed in the income approach was also based on a multiple of projected EBITDA for the last year of the assumed holding period. The additions to goodwill in fiscal 2010 and fiscal 2011 for Energy Solutions related to the $2.1 million earn-out payment in September 2010 and the $2.7 million earn-out payment in August 2011, respectively.

The goodwill balances included in the accompanying consolidated balance sheets consist of the following:

	Reporting Units

	Energy Solutions		Financial Services			Homeland Security Services			Total
December 30, 2011:
Goodwill	$	15,208,000	$	2,763,000		$	148,000		$	18,119,000
Accumulated impairment		—		(2,763,000	)		(148,000	)		(2,911,000	)

	$	15,208,000	$	—		$	—		$	15,208,000

December 31, 2010:
Goodwill	$	12,475,000	$	2,763,000		$	148,000		$	15,386,000
Accumulated impairment		—		(2,763,000	)		(148,000	)		(2,911,000	)

	$	12,475,000	$	—		$	—		$	12,475,000

January 1, 2010:
Goodwill	$	10,371,000	$	2,763,000		$	148,000		$	13,282,000
Accumulated impairment		—		(2,763,000	)		(148,000	)		(2,911,000	)

	$	10,371,000	$	—		$	—		$	10,371,000

The gross amounts and accumulated amortization of the Company's acquired identifiable intangible assets with finite useful lives as of December 30, 2011 and December 31, 2010, included in intangible assets, net in the accompanying consolidated balance sheets, were as follows:

	December 30, 2011				December 31, 2010

	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Amortization Period (yrs)
Backlog	$	920,000	$	920,000	$	920,000	$	920,000		1
Training materials/courses		282,000		233,000		282,000		187,000		5
Non-compete agreements		30,000		30,000		30,000		30,000		3

	$	1,232,000	$	1,183,000	$	1,232,000	$	1,137,000

At the time of acquisition, the Company estimates the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then finalizes the estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition. The purchase allocation for Willdan Energy Solutions was finalized during the second quarter of fiscal 2009.

For the years ended December 30, 2011, December 31, 2010 and January 1, 2010, the Company's amortization expense for acquired identifiable intangible assets with finite useful lives was $46,000, $54,000 and $602,000, respectively. Estimated future amortization expense for acquired identifiable intangible assets is as follows:


Fiscal year:
2012	$	37,000
2013		12,000

	$	49,000

- 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