Quarterly report pursuant to Section 13 or 15(d)

Intangible Assets and Goodwill

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Intangible Assets and Goodwill
9 Months Ended
Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

4. INTANGIBLE ASSETS AND GOODWILL

 

The fair value of identifiable intangible assets acquired in the acquisition of Benchmark consist of the following:

 

Contracts in progress   $ 10,352  
Trademarks and tradenames     1,592  
Customer relationships     19,087  
Non-compete     599  
Total identifiable intangible assets     31,630  
         
Goodwill     46,922  
Total Intangible Assets   $ 78,552  


 

Contracts in progress

 

The contracts in progress were valued within the income approach, multi-period excess earnings method. The contracts in progress are being amortized on a straight-line basis over an estimated useful life of eighteen months based on the remaining duration of the contracts in progress.

 

Trademarks and tradenames

 

The acquired trademarks and tradenames were valued using the income approach relief from royalty method. The Company has assumed the trade names will generate cash flows for the Company for seven years and will be amortized on a straight-line basis over their determined useful life.

 

Customer relationships

 

The existing customer relationships were valued within the income approach, multi-period excess earnings method. The customer relationships are being amortized on a straight-line basis over an estimated useful life of seven years, which is based on historical customer retention and attrition rates.

 

Non-compete

 

Non-competes were valued using the income approach, difference in cash flows “with” and “without” competition. The non-competes are being amortized on a straight-line basis over an estimated useful life of five years, which is based on the duration of the agreements.

 

Goodwill

 

The existing goodwill was valued as the excess of the purchase price of Benchmark assets over the fair market value of the assets purchased. Goodwill will be evaluated for impairment annually or when events and circumstances warrant such review. Impairment charges, if any, will be charged to operating expenses.

 

A cost approach was determined to be the most appropriate method for valuing the Assembled Workforce. The Assembled Workforce is not an identified intangible asset under ASC 805, Business Combinations so proceeds are not allocated directly to this asset. Rather, the fair value of the Assembled Workforce is calculated in order to determine the contributory asset charges for use in the multi-period excess earnings method which was used to value the Customer Relationships and the Contracts in Progress. For purposes of the purchase price allocation, the value of the assembled workforce is included within the value of residual goodwill.

 

Identifiable intangible assets consisted of the following at September 30, 2017:

 

    Weighted average remaining useful life (Months)     Gross
Carrying Amount
    Accumulated Amortization     Net
Carrying Amount
 
Indefinite- Lived Intangible                                
Goodwill     -     $ 46,922     $ -     $ 46,922  
                                 
Definite- Lived Intangibles                                
Trademarks and tradenames     78.7       1,592       100       1,492  
Customer relationships     78.7       19,087       1,204       17,883  
Contracts in progress     12.7       10,352       3,966 [1]     6,386  
Non-compete     54.7       599       54       545  
Total Definite Intangible Assets             31,630       5,324       26,306  
                                 
Total Intangible Assets           $ 78,552     $ 5,324     $ 73,228  

 

[1] Amortization expense for the three and nine months ended September 30, 2017 totaled $3,013 and $5,324. For the three months ended September 30, 2017, $768 was charged to operating expenses and $2,245 was charged to cost of revenues. For the nine months ended September 30, 2017, $1,358 was charged to operating expenses and $3,966 was charged to cost of revenues.

 

Future projected annual amortization consists of the following for each of the following fiscal years ended December 31:

 

2017 (Remaining)   $ 3,015  
2018     7,215  
2019     3,074  
2020     3,231  
2021     2,954  
Thereafter     6,817  
Total   $ 26,306