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NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS

Asure accounted for its historical acquisitions in accordance with ASC 805, Business Combinations. We recorded the amount exceeding the fair value of net assets acquired at the date of acquisition as goodwill. We recorded intangible assets apart from goodwill if the assets had contractual or other legal rights or if the assets could be separated and sold, transferred, licensed, rented or exchanged. Asure’s goodwill relates to the acquisitions of ADI and Legiant in 2011 and the acquisition of PeopleCube in July 2012.

The following table summarizes the annual changes in our goodwill:

Balance at December 31, 2010	$	-
Goodwill recognized upon acquisition of ADI		4,098
Goodwill recognized upon acquisition of Legiant		2,166
Balance at December 31, 2011	$	6,264
Goodwill recognized upon acquisition of PeopleCube		9,695
Adjustments to goodwill		(434	)
Balance at December 31, 2012	$	15,525

In accordance with ASC 350, Intangibles-Goodwill and Other, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that we may not recover their net book value. Based on Asure’s impairment test, we identified no impairment for our intangible assets for 2012 and 2011.

The gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2012 and 2011, are as follows:

			December 31, 2012
Intangible Asset	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net

Developed Technology		5	$	3,428	$	(1,111	)	$	2,317
Customer Relationships		7.5		12,478		(3,515	)		8,963
Reseller Relationship		7		853		(152	)		701
Trade Names		5		663		(494	)		169
Covenant not-to-compete		4		205		(176	)		29
			$	17,627	$	(5,448	)	$	12,179

			December 31, 2011
Intangible Asset	Weighted Average Amortization Period (in Years)		Gross		Accumulated Amortization			Net

Developed Technology		5	$	1,586	$	(794	)	$	792
Customer Relationships		8		6,767		(2,175	)		4,592
Reseller Relationship		7		853		(30	)		823
Trade Names		5		325		(253	)		72
Covenant not-to-compete		4		182		(154	)		28
			$	9,713	$	(3,406	)	$	6,307

We record amortization expense using the straight-line method over the estimated economic useful lives of the intangible assets, as noted above. Amortization expenses were $1,726 and $680 for 2012 and 2011 respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $316 and $202 for 2012 and 2011, of which $102 and $19, respectively, related to the acquisitions in those periods.

The following table summarizes the future estimated amortization expense relating to our intangible assets as of December 31, 2012:

Calendar Years
2013	$	2,436
2014		2,250
2015		2,096
2016		1,586
2017		1,572
Thereafter		2,239
	$	12,179

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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