Annual report pursuant to Section 13 and 15(d)

Goodwill and Purchased Intangibles

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Goodwill and Purchased Intangibles
12 Months Ended
Dec. 31, 2012
Notes to Financial Statements  
NOTE 4 - Goodwill and Purchased Intangibles

Goodwill

 

As required under ASC 350, Intangibles - Goodwill and Other, goodwill is separately disclosed from other intangible assets on the consolidated balance sheet and not amortized, and is tested for impairment on at least an annual basis.

 

As a result of the three acquisitions during the year ended December 31, 2011, the Company recorded goodwill totaling $13,437,240. As a result of the goodwill impairment test for the year ended December 31, 2011 discussed below, the Company recorded goodwill impairment of $10,435,170. The carrying value of goodwill at December 31, 2011 was $3,002,070. As a result of the goodwill impairment test for the year ended December 31, 2012 discussed below, the Company recorded goodwill impairment of $742,446. The carrying value of goodwill at December 31, 2012 was $2,259,624.

 

Beginning in 2011, the Company performed its annual goodwill impairment test outlined under ASC 350 which requires the assessment of goodwill for impairment on an annual basis.

 

The Company evaluated goodwill for impairment at December 31, 2012 and 2011. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

 

Intangible assets

 

The following table presents details of the Company’s total purchased intangible assets as of December 31, 2012:

 

    Balance at                 Balance at  
    December 31, 2011     Amortization     Impairment     December 31, 2012  
Patents and trademarks   $ 120,016     $ (8,396 )   $ -     $ 111,620  
Customer contracts     103,000       (24,235 )     -       78,765  
Customer relationships     496,999       (349,094 )     (118,849 )     29,056  
Trade name     70,750       (40,162 )     -       30,588  
Technology / IP     322,116       (102,111 )     (26,547 )     193,458  
Non-compete     3,625       (3,000 )     -       625  
    $ 1,116,506     $ (526,998 )   $ (145,396 )   $ 444,112  

 

The following table presents details of the Company’s total purchased intangible assets as of December 31, 2011:

 

    Balance at                       Balance at  
    December 31, 2010     Additions     Amortization     Impairment     December 31, 2011  
Patents and trademarks   $ -     $ 127,000     $ (6,984 )     -     $ 120,016  
Customer contracts     -       1,026,000       (153,900 )     (769,100 )     103,000  
Customer relationships     -       1,406,000       (428,584 )     (480,417 )     496,999  
Trade name     -       140,000       (53,000 )     (16,250 )     70,750  
Technology / IP     -       458,000       (84,434 )     (51,450 )     322,116  
Non-compete     -       16,000       (4,458 )     (7,917 )     3,625  
    $ -     $ 3,173,000     $ (731,360 )   $ (1,325,134 )   $ 1,116,506  

 

The intangible assets are being amortized on a straight line basis over their estimated useful lives of one to twenty years. During the years ended December 31, 2012 and 2011, the Company recorded amortization expense related to its purchased intangibles of $526,998 and $731,360, respectively, which is included in depreciation and amortization in the consolidated statement of operations.

 

The estimated future amortization expense of purchased intangible assets as of December 31, 2012 is as follows:

 

Year ending December 31,   Amount  
2013   $ 125,956  
2014     96,275  
2015     96,275  
2016     47,570  
2017     8,396  
Thereafter     69,640  
    $ 444,112  

 

Beginning in 2011, the Company evaluated its purchased intangibles for possible impairment on an ongoing basis. When impairment indicators exist, the Company will perform an assessment to determine if the intangible asset has been impaired and to what extent. The assessment of purchased intangibles impairment is conducted by first estimating the undiscounted future cash flows to be generated from the use and eventual disposition of the purchased intangibles and comparing this amount with the carrying value of these assets. If the undiscounted cash flows are less than the carrying amounts, impairment exists and future cash flows are discounted at an appropriate rate and compared to the carrying amounts of the purchased intangibles to determine the amount of the impairment.

 

During the years ended December 31, 2012 and 2011, the Company recognized $145,396 and $1,325,134, respectively, of intangible asset impairment expense.