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Note 7 - Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

7. Goodwill and Other Intangible Assets:

Goodwill

Goodwill represents the excess of purchase price over the fair value of tangible or identifiable intangible assets acquired and liabilities assumed in our acquisitions.

Goodwill consists of the following:

		Boardtown Corporation				Hosted Messaging Assets of Critical Path				Innerwise Inc.				Mailbank.com Inc.				EPAG Domainservices GmbH				BRI Group				Total
Balances, December 31, 2014		$	2,044,847			$	4,072,297			$	5,801,040			$	6,072,623			$	882,320			$	-			$	18,873,127
Acquisition of Ting Virginia, February 2015			-				-				-				-				-				2,182,016				2,182,016
Balances, March 31, 2015			2,044,847				4,072,297				5,801,040				6,072,623				882,320				2,182,016				21,055,143
Less refund on finalization of working capital adjustment			-				-				-				-				-				(50,000	)			(50,000	)
Balances, June 30, 2015 and September 30, 2015		$	2,044,847			$	4,072,297			$	5,801,040			$	6,072,623			$	882,320			$	2,132,016			$	21,005,143

The Company’s goodwill relates 90% to its Domain Services operating segment and 10% to its Network Access Services operating segment.

On February 27, 2015, Ting Fiber, Inc., one of our wholly owned subsidiaries, acquired a 70% ownership interest in the BRI Group. Goodwill is not amortized, but is subject to an annual impairment test.

Other Intangible Assets:

Intangible assets consist of network rights, brand, customer relationships, surname domain names, non-competition agreements and our portfolio of domain names. As reflected in the table below, these balances are being amortized on a straight-line basis over the life of the intangible assets, except for the surname domain names and portfolio domain names, which have been determined to have an indefinite life and which are tested annually for impairment.

A summary of acquired intangible assets for the three months ended September 30, 2015 is as follows:

		Brand 7 years				Customer relationships 4 - 7 years				Network rights 15 years				Surname domain names indefinite life				Direct navigation domain names indefinite life				Total
Net book value, June 30, 2015		$	95,090			$	598,428			$	676,544			$	11,481,166			$	1,917,706			$	14,768,934
Sales of domain names			-				-				-				(1,298	)			(1,568	)			(2,866	)
Impairment of domain names			-				-				-				(1,298	)			(17,252	)			(18,550	)
Amortization expense			(7,710	)			(49,287	)			(11,532	)			-				-				(68,529	)
Net book value,September 30, 2015		$	87,380			$	549,141			$	665,012			$	11,478,570			$	1,898,886			$	14,678,989

A summary of acquired intangible assets for the nine months ended September 30, 2015 is as follows:

		Brand 7 years				Customer relationships 4 - 7 years				Network rights 15 years				Surname domain names indefinite life				Direct navigation domain names indefinite life				Total
Net book value, December 31, 2014		$	110,510			$	625,220			$	-			$	11,525,624			$	1,941,231			$	14,202,585
Acquisition of BRI Group, February 2015			-				68,000				692,000				-				-				760,000
Sales of domain names			-				-				-				(4,868	)			(15,683	)			(20,551	)
Impairment of domain names			-				-				-				(42,186	)			(26,662	)			(68,848	)
Amortization expense			(23,130	)			(144,079	)			(26,988	)			-				-				(194,197	)
Net book value,September 30, 2015		$	87,380			$	549,141			$	665,012			$	11,478,570			$	1,898,886			$	14,678,989

As of September 30, 2015, the accumulated amortization for the definite life intangibles was $5.9 million.

With regard to indefinite life intangible assets, as part of our normal renewal process we assessed that certain domain names that were acquired in the June 2006 acquisition of Mailbank.com Inc. that were up for renewal should not be renewed. Accordingly, for the three months ended September 30, 2015, domain names, with a book value of $18,550 were not renewed and were recorded as an impairment of indefinite life intangible assets. For the three months ended September 30, 2014, no impairment on indefinite life assets was recorded. For the nine months ended September 30, 2015, domain names, with a book value of $68,848 (nine months ended September 30, 2014 - $0.6  million), were not renewed and were recorded as an impairment of indefinite life intangible assets.

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- References

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- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef



-Publisher FASB



-Name Accounting Standards Codification



-Topic 350



-SubTopic 30



-Section 50



-Paragraph 3



-URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16373-109275



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-Publisher FASB



-Name Accounting Standards Codification



-Topic 350



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-URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275



Reference 3: http://www.xbrl.org/2003/role/presentationRef



-Publisher FASB



-Name Accounting Standards Codification



-Topic 350



-SubTopic 30



-Section 50



-Paragraph 2



-URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275



Reference 4: http://www.xbrl.org/2003/role/presentationRef



-Publisher FASB



-Name Accounting Standards Codification



-Topic 350



-SubTopic 20



-Section 50



-Paragraph 1



-URI http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267



Reference 5: http://www.xbrl.org/2003/role/presentationRef



-Publisher FASB



-Name Accounting Standards Codification



-Topic 350



-SubTopic 20



-Section 50



-Paragraph 2



-URI http://asc.fasb.org/extlink&oid=35741047&loc=d3e13854-109267

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