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GOODWILL AND INTANGIBLE ASSETS AND IMPAIRMENT
12 Months Ended
Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]

6. GOODWILL AND INTANGIBLE ASSETS AND IMPAIRMENT

 

Goodwill

 

The changes in the carrying amount of goodwill for the year ended December 31, 2011 and 2010 were as follows:

 

    2011     2010  
Balance at beginning of period   $ 12,308,661     $ 12,258,661  
Positive Access acquisition adjustments     -       50,000  
Balance at end of period   $ 12,308,661     $ 12,308,661  

 

Identifiable intangible assets

 

The changes in the carrying amount of intangible assets for the year ended December 31, 2011 and 2010 were as follows:

 

 

    2011     2010  
Balance at beginning of period   $ 6,494,134     $ 7,445,234  
Amortization expense     (942,985 )     (951,100 )
Balance at end of period   $ 5,551,149     $ 6,494,134  

 

The Company has recorded the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach. The following table sets forth the components of these intangible assets as of December 31, 2011 and 2010:

    As of December 31, 2011  
    Estimated     Adjusted           Net  
    Useful     Carrying     Accumulated     as of  
Amortized Intangible Assets   Life     Amount     Amortization     12/31/2011  
                         
Trade name     20 years     $ 704,458     $ (186,390 )   $ 518,068  
Patents and copyrights     17 years       1,117,842       (339,298 )     778,544  
Non-compete agreements     5 years       310,000       (144,667 )     165,333  
Developed technology     7 years       3,941,310       (2,225,605 )     1,715,705  
Backlog     3 years       303,400       (303,400 )     -  
Non-contractual customer relationships     15 years       3,268,568       (895,069 )     2,373,499  
            $ 9,645,578     $ (4,094,429 )   $ 5,551,149  

 

    As of December 31, 2010  
    Adjusted           Net  
    Carrying     Accumulated     as of  
Amortized Intangible Assets   Amount     Amortization     12/31/2010  
                   
Trade name   $ 704,458     $ (137,486 )   $ 566,972  
Patents and copyrights     1,117,842       (277,259 )     840,583  
Non-compete agreements     310,000       (82,667 )     227,333  
Developed technology     3,941,310       (1,677,507 )     2,263,803  
Backlog     303,400       (303,400 )     -  
Non-contractual customer relationships     3,268,568       (673,125 )     2,595,443  
    $ 9,645,578     $ (3,151,444 )   $ 6,494,134  

 

The following summarizes amortization of acquisition related intangible assets included in the statement of operations:

    Years Ended December 31,  
    2011     2010     2009  
                   
Cost of sales   $ 784,749     $ 791,416     $ 718,945  
General and administrative     158,236       159,684       106,572  
    $ 942,985     $ 951,100     $ 825,517  

 

The Company expects that amortization expense for the next five succeeding years will be as follows:

 

2012   $ 919,571  
2013     907,223  
2014     416,656  
2015     310,458  
2016     310,458  

 

These amounts are subject to change based upon the review of recoverability and useful lives that are performed at least annually.

Goodwill and Intangible Asset Impairment

 

At December 31, 2011, the Company has goodwill of $12,308,661, which represents the aggregate of the excess purchase price for the acquired businesses of Mobilisa and Positive Access over the fair value of the net assets acquired.

The Company performs a goodwill impairment test annually in the fourth quarter or more frequently if events or circumstances indicate that an impairment loss may have been incurred. Under new guidance the Company adopted for its 2011 test, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Based on this review, as of December 31, 2011, the Company determined that there was no goodwill impairment.

 

 

The Company considered whether long-lived assets were also impaired. As of December 31, 2011, 2010 and 2009, the Company determined that there was no impairment of intangible assets.