XML 63 R11.htm IDEA: XBRL DOCUMENT v3.8.0.1
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5. GOODWILL AND INTANGIBLE ASSETS

 

Identifiable intangible assets

 

The changes in the carrying amount of intangible assets for the year ended December 31, 2017 and 2016 were as follows:

 

    2017     2016  
Balance at beginning of year   $ 2,154,563     $ 2,470,127  
Deduction: Impairment charge     (1,375,422 )     -  
Deduction: Amortization expense     (315,563 )     (315,564 )
Balance at end of year   $ 463,578     $ 2,154,563  

 

The following table sets forth the components of intangible assets as of December 31, 2017 and 2016:

 

          As of December 31, 2017  
    Estimated     Adjusted              
    Useful     Carrying     Accumulated        
    Life     Amount     Amortization     Net  
                         
Trade name     2 years     $ 339,590     $ (324,060 )   $ 15,530  
Patents and copyrights     12-17 years       954,915       (711,781 )     243,134  
Non-contractual customer relationships     2-10 years       2,522,228       (2,226,741 )     295,481  
            $ 3,816,733     $ (3,262,582 )   $ 554,151  

 

    As of December 31, 2016  
    Adjusted              
    Carrying     Accumulated        
    Amount     Amortization     Net  
                   
Trade name   $ 339,590     $ (297,992 )   $ 15,530  
Patents and copyrights     954,915       (644,231 )     243,134  
Non-contractual customer relationships     2,431,655       (2,004,796 )     204,914  
    $ 3,726,160     $ (2,947,019 )     463,578  

 

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

 

    Years Ended December 31,  
    2017     2016  
             
Cost of sales   $ 236,651     $ 236,651  
General and administrative     78,912       78,913  
    $ 315,563     $ 315,564  

 

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

 

2018   $ 157,003  
2019     132,336  
2020     24,980  
2021     24,980  
2022     24,980  

 

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

 

Goodwill

 

The excess of the purchase consideration over the fair value of the assets of acquired businesses is considered goodwill. Under authoritative guidance, purchased goodwill is not amortized, but rather it is periodically reviewed for impairment. The Company had goodwill of $8,101,661 at December 31, 2017 and 2016. This goodwill resulted from the acquisition of Mobilisa, Inc. and Positive Access Corporation.

 

For the years ended December 31, 2017 and 2016, the Company performed its annual impairment test of goodwill in the fourth quarter. Under authoritative guidance, the Company can use industry and Company specific qualitative factors to determine whether it is more likely than not that impairment exists, before using a two-step quantitative analysis. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. The Company performed the first step of the goodwill impairment test to identify potential impairment by comparing fair value of the Company to its carrying amount, including goodwill. The fair value was determined using the weighting of certain valuation techniques, including both income and market approaches which include a discounted cash flow analysis, an estimation of an implied control premium, in addition to the Company’s market capitalization on the measurement date. The implied control premium selected was developed based on certain observable market data of comparable companies. The market capitalization is sensitive to the volatility of the Company’s stock price. Although the Company believes that the factors considered in the impairment analysis are reasonable, changes in any one of the assumptions used could have produced a different result which may have led to an impairment charge. Any future impairment loss could have a material adverse effect on our long-term assets and operating expenses in the period in which impairment is determined to exist.

 

For the years ended December 31, 2017 and 2016, the Company determined that the fair value was more than its carrying amount and therefore the second step of the goodwill impairment test was not required.

 

Accumulated impairment charges on goodwill through December 31, 2017 and 2016 are $30,085,862.