XML 39 R26.htm IDEA: XBRL DOCUMENT v3.3.1.900
Acquisition
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Acquisition
Acquisition

Effective August 1, 2015, a subsidiary of the Company, ITIC, acquired a 20% ownership interest in 1st Investors Title Agency, LLC ("1st Investors") for a purchase price of $72,600. 1st Investors, a Michigan limited liability company, is an insurance agency doing business in the State of Michigan. Prior to August 1, 2015, the Company had an ownership interest in 1st Investors of 45%. The Company's Consolidated Financial Statements include the accounts and operations of 1st Investors, based on the Company's resulting 65% ownership interest at August 1, 2015. ITIC’s purchase of 1st Investors was accounted for using the acquisition method required by ASC 805, Business Combinations. There were no intangible assets or goodwill recorded as a result of the acquisition.

In January 2012, ITIC entered into a membership interest purchase and sale agreement under which it agreed to acquire a majority ownership interest of United Title Agency Co., LLC (“United”).  United, a Michigan limited liability company, is an insurance agency doing business in the State of Michigan.  ITIC’s purchase of United was accounted for using the acquisition method required by ASC 805, Business Combinations.  On April 2, 2012, ITIC purchased a 70% ownership interest in United, with both ITIC and the seller having the option to require ITIC to purchase the remaining 30% interest at a later date. ITIC purchased the 70% interest for a purchase price of $1,041,250. On May 21, 2014, ITIC purchased the remaining 30% ownership interest in United for an additional $515,275, making United a wholly owned subsidiary of ITIC.

The Company recognized the required identifiable intangible assets of United.  There was no goodwill recorded as a result of the acquisition. The fair values of intangible assets, all Level 3 inputs, are principally based on values obtained from a third party valuation service.  At closing of the initial acquisition, intangible assets included $645,685 relating to a non-compete contract resulting from the acquisition and $836,215 from referral relationships.  The non-compete contract is being amortized over a 10-year period using the straight-line method, starting at a future date when the related employment agreement is terminated.  The referral relationships are being amortized over a 12-year period using the straight-line method.  At December 31, 2015 and 2014, accumulated amortization of intangible assets was $261,315 and $191,631, respectively.  Net intangible assets of $1,220,585 and $1,290,269 are categorized as prepaid expenses and other assets in the Consolidated Balance Sheets as of December 31, 2015 and 2014.  In accordance with ASC 350, Intangibles – Goodwill and Other, management determined that no events or changes in circumstances occurred that would indicate the carrying amount may not be recoverable, and therefore determined that the intangible assets assigned to United were not impaired at December 31, 2015.

The amortization of the non-compete contract will start at a future date when the related employment agreement is terminated.  There are currently no plans to terminate the employment agreement, and the Company does not believe it is probable that termination of the employment agreement will occur within the calendar year. Assuming that the amortization of the non-complete agreement begins on the first day of 2017, estimated aggregate amortization expense for each of the five succeeding fiscal years are as follows:
Year Ended:
 
2016
$
69,685

2017
134,253

2018
134,253

2019
134,253

2020
134,253

Thereafter
613,888

Total
$
1,220,585



A reconciliation of the noncontrolling interest equity of 1st Investors is presented in the Consolidated Statements of Stockholders’ Equity. The following table provides a reconciliation of total redeemable equity of United for the periods ended December 31, 2015, 2014 and 2013:
Changes in carrying value during the period ended:
2015
 
2014
 
2013
Beginning balance at January 1
$

 
$
545,489

 
$
493,861

Net income attributable to redeemable noncontrolling interest

 
23,523

 
88,528

Distributions to noncontrolling interest

 
(168,057
)
 
(36,900
)
Redeemable noncontrolling interest resulting from subsidiary purchase

 
(515,275
)
 

Adjustment to retained earnings for purchase of noncontrolling interest

 
114,320

 

Balance, net
$

 
$

 
$
545,489