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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2012
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2.              Summary of Significant Accounting Policies

 

Fiscal Year-End — In 2011, the Company changed its year end from June 30 to December 31. All references in these consolidated financial statements refer to the December 31 year end, unless otherwise specified.  References to Transition Period refer to the six month period ended December 31, 2011.

 

Principles of Consolidation — The consolidated financial statements in this Annual Report on Form 10-K include the operations of the Holding Company, FRES (which includes Timios, DSUSA and TAM) and the segregated discontinued operations of wholly-owned subsidiary Safety (including Safety’s wholly-owned United Kingdom subsidiary, SECL, and majority-owned subsidiary Radcon Alliance, LLC) and majority-owned subsidiaries NTG (including its wholly-owned subsidiary CSS) and Polimatrix, Inc. (PMX) through the date of their sale or dissolution, which all took place in 2011. All significant inter-company transactions and balances have been eliminated in consolidation.

 

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Estimates are used when accounting for fair value determination of assets and liabilities, impairment of long-lived assets (including goodwill and other intangible assets), collectability of accounts receivable, share based compensation assumptions and valuation allowance related to deferred tax assets.

 

The estimates we make are subject to several factors including management’s judgment, the industry in which we conduct our operations, the overall economy, market valuations concerning certain assets and liabilities and the government. Although we believe our estimates take into consideration the effect of these various factors, uncertainty still exists in such estimates and actual results may differ from our estimates.

 

Fair Value of Financial Instruments — The carrying amount of items included in working capital approximate fair value as a result of the short maturity of those instruments. The carrying value of the Company’s debt approximates fair value because it bears interest at rates that are similar to current borrowing rates for loans of comparable terms, maturity and credit risk that are available to the Company.

 

Revenue Recognition — The Company recognizes revenue when it is realized or realizable and earned,  less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

 

(i)             persuasive evidence of an arrangement exists,

 

(ii)          the services have been rendered and all required milestones achieved,

 

(iii)       the sales price is fixed or determinable, and

 

(iv)      collectability is reasonably assured.

 

Revenues are derived primarily from services performed in real estate transactions related to title insurance, escrow services, property appraisal and asset management. Revenues are recorded upon the closing of the real estate transaction, which is generally paid out of escrow in the case of Timios and DSUSA, and upon the delivery of the appraisal reports, in the case of TAM.

 

Costs associated with revenues include all direct labor and other non-labor costs and those indirect costs related to revenue generators such as depreciation, fringe benefits, overhead labor, supplies and equipment rental.

 

Intangible Assets — The Company identifies intangible assets as identifiable non-monetary assets that cannot be physically measured. The amounts recorded as intangible assets will be amortized over the useful lives or contractual commitments of these assets. Impairment to the values of these assets will be measured on a regular basis and if there is an identifiable impairment, it will be recognized immediately.

 

Goodwill — Goodwill on acquisition is initially measured as the excess of the cost of the business acquired, including directly related professional fees, over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. The Company’s acquisitions of the assets of Default Servicing, LLC and the stock of Timios, Inc. in July 2011 resulted in recording goodwill of $2,312,974 and $1,674,242 respectively.

 

The Company evaluates the carrying value of goodwill at least annually, based on qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that goodwill is impaired.  If, after assessing the totality of events and circumstances, the Company concludes that it is more likely than not that goodwill is impaired, the Company will compare the fair value of the operating business to its carrying value, including goodwill. The Company typically uses a discounted cash flow model to determine the fair value of an operating business, using assumptions in the model it believes to be consistent with those used by hypothetical market participants. If the carrying amount of the operating businesses goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to the carrying amount of the goodwill, less its implied fair value. Any impairment charge is recognized immediately in the income statement and is not subsequently reversed.

 

At December 31, 2012, after applying the tests discussed above, the Company determined that the goodwill recorded upon the acquisition of the assets of Default Servicing, LLC was impaired. As a result, the Company recorded an impairment charge to goodwill of $2,312,974 at December 31, 2012.

 

Contingent Consideration — The Company has initially recorded a liability of approximately $3,946,000 in contingent consideration related to its 2011 acquisitions of Timios and DSUSA. Under the terms of the purchase agreements additional contingent purchase price is due to the seller, based on revenue earned each month. The Company regarded the liability at fair value at the time of acquisition and evaluates the liability periodically based upon expectations of future revenues and related consideration. On December 29, 2011, DSUSA reached an agreement with DAL to purchase, for $200,000, all the remaining future contingent liability (deferred purchase price), which at December 31, 2011, amounted to approximately $1,904,000 and recognized a gain on settlement of contingent consideration of $1,703,911. The contingent consideration associated with the Timios purchase agreement has been fully realized and final payment of $224,215 was made in January 2013.

 

Cash and Cash Equivalents — The Company considers all investments with a maturity of three months or less when purchased to be cash equivalents. Cash consists of cash on hand and deposits in banks. Effective January 1, 2013, certain temporary unlimited federal insurance coverage expired for non-interest bearing bank accounts, which may expose the Company to credit risks as balances in excess of federal insurance limits are subject to the risk that the financial institution will not pay on demand.

 

Recognition of Losses on Receivables — Trade accounts receivable are recorded at their estimated net realizable values using the allowance method. Management periodically reviews accounts for collectability, including accounts determined to be delinquent based on contractual terms. An allowance for doubtful accounts is maintained at the level management deems necessary to reflect anticipated credit losses. When accounts are determined to be uncollectible, they are charged off against the allowance for bad debts.

 

Property and Equipment — Fixed assets are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the underlying assets, generally five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the improvements or the term of the lease. Routine repair and maintenance costs are expensed as incurred. Costs of major additions, replacements and improvements are capitalized. Gains and losses from disposals are included in income. The Company periodically evaluates the carrying value by considering the future cash flows generated by the assets. Management believes that the carrying value reflected in the consolidated financial statements is fairly stated based on these criteria.

 

Investments in Assets Held for Sale — As of December 31, 2012 and 2011, the shares in Vuance Ltd. held by the Company were classified as assets held for sale. Under this classification, securities are carried at fair value (period end market closing prices) with unrealized gains and losses excluded from earnings and reported in a separate component of shareholder’s equity until the gains or losses are realized or a provision for impairment is recognized. At December 31, 2012 and 2011, the Company values these shares at $0.

 

Through the date of their sale or dissolution, the discontinued operations of Safety, Nexus and PMX were also classified as assets held for sale. The combined results of their operations, assets and liabilities and cash flows are reported as a separate line item within the Company’s financial statements. The assets are measured at the lower of their carrying amount or fair value, with the fair value based upon the sale price received for the assets. Depreciation expense associated with the assets ceased at June 30, 2011.

 

Investment Valuation — Investments in equity securities are recorded at fair value. The fair value of investments that have no ready market, are recorded at the lower of cost or a value determined in good faith by management and approved by the Board of Directors, based on assets and revenues of the underlying investee companies as well as the general market trends for businesses in the same industry. Because of the inherent uncertainty of valuations, management’s estimates of the value of our investments may differ significantly from the values that would have been used had a ready market for the investment existed and the differences could be material.

 

Income Taxes — Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

 

Stock Based Compensation — Share based payments are measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and are reflected as compensation cost in the financial statements.

 

Valuation of Options and Warrants — The valuation of options and warrants granted to unrelated parties for services are measured as of the earlier of: (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date the counterparty’s performance is complete. The options and warrants will continue to be revalued in situations where they are granted prior to the completion of the performance.

 

Employee Benefit Plans — The Holding Company has a salary deferral plan covering all its employees.  Employees are allowed to make before-tax contributions to the plan, through salary reductions, up to the legal limits as described under the Internal Revenue Code. Any company match is discretionary. The Holding Company contributed $0, $34,000 and $40,809 to its plan during the period ended December 31, 2012, the Transition Period and June 30, 2011, respectively.

 

Advertising costs — Advertising costs are expensed as incurred and totaled $426,670 for the year ended December 31, 2012, $130,139 for the Transition Period and $0 for year ended June 30, 2011.

 

Impairment of Long-Lived Assets — The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Net Earnings (Loss) Per Share — The Company computes basic earnings (loss) per share by dividing net income (loss) attributable to common stockholders, by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income attributable to common stockholders, by diluted weighted average shares outstanding. Potentially dilutive shares include the assumed exercise of stock options and warrants, the assumed conversion of preferred stock and the assumed vesting of stock option grants (using the treasury stock method), if dilutive.

 

In 2012, the Company adopted FASB ASU 2011-05 Comprehensive Income, which requires components of net income and other comprehensive income to be presented in total either in a single continuous statement of comprehensive income or two separate but consecutive statements. There was no material impact on the Company’s results of operations or financial condition upon adoption of the new standard and 2012 statements are presented in comparative form.