NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 5 – 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.

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. We test goodwill for impairment on an annual basis in the fourth fiscal quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value-based approach. There has been no impairment of goodwill for the periods presented. We amortize intangible assets not considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges from one to ten years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. We have not identified any impairments of finite-lived intangible assets during any of the periods presented.

As discussed above, in the third quarter of 2013, we reached an agreement to settle our purchase price post-closing adjustment dispute. The parties agreed to a post-closing adjustment due to us of $496, with accrued interest of $44, totaling $540. The post-closing adjustment of $496 was deducted from our goodwill balance at September 30, 2013.

The following table summarizes the changes in our goodwill:

Balance at December 31, 2012	$	15,525
Adjustments to goodwill		(521	)
Balance at September 30, 2013	$	15,004

The gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2013 and December 31, 2012 are as follows:

		September 30, 2013
	Weighted Average Remaining Amortization			Accumulated
Intangible Asset	Period (in Years)	Gross		Amortization			Net

Developed Technology	8.3	$	3,407	$	(1,349	)	$	2,058
Customer Relationships	7		12,418		(4,886	)		7,532
Reseller Relationships	7		853		(244	)		609
Trade Names	-		659		(659	)		-
Covenant not-to-compete	2		205		(196	)		9
	7.2	$	17,542	$	(7,334	)	$	10,208

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

Developed Technology	9	$	3,428	$	(1,111	)	$	2,317
Customer Relationships	7		12,478		(3,515	)		8,963
Reseller Relationships	7		853		(152	)		701
Trade Names	1		663		(494	)		169
Covenant not-to-compete	2		205		(176	)		29
	7.2	$	17,627	$	(5,448	)	$	12,179

We record amortization expense using the straight-line method over the estimated economic useful lives of the intangible assets, as noted above. Amortization expenses for the three months ended September 30, 2013 and 2012 were $497 and $573, respectively, included in Operating Expenses. Amortization expenses recorded in Cost of Sales were $102 and $126 for the three months ended September 30, 2013 and 2012, respectively. Amortization expenses for the nine months ended September 30, 2013 and 2012 were $1, 662 and $1,158 included in Operating Expenses, and $241 and $254, respectively, included in Cost of Sales.

In August 2013, we entered into a purchase agreement to sell certain customer relationships, developed technology and trade names related to certain intangible assets acquired in the purchase of PeopleCube. The selling price for these assets was $140 with a gain recognized of $72.

The following table summarizes the future estimated amortization expense relating to our intangible assets:

Twelve Months Ended
December 31, 2013 (remaining)	$	567
December 31, 2014	2,264
December 31, 2015	2,111
December 31, 2016	1,600
December 31, 2017	1,586
Thereafter	2,080
	$	10,208

- 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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