Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets [Abstract]

5. Goodwill and Intangible Assets

Goodwill

The net goodwill balance at June 30, 2013 consisted of $44,428 from the acquisition of D3 Technologies, Inc. ("D3") in July 2007, $6,194 from the acquisition of Integrated Technologies, Inc. ("Intec") in January 2009, $6,513 from the acquisition of TASS in August 2012, and $123,798 from the acquisition of Valent in December 2012. The net goodwill balance at December 31, 2012 consisted of $42,908 from the acquisition of D3, $6,194 from the acquisition of Intec, $6,628 from the acquisition of TASS, and $123,584 from the acquisition of Valent. The increase in goodwill, at June 30, 2013, related to D3 resulted from the correction of a deferred tax liability that should have been recorded at acquisition on an indefinite lived intangible asset. Goodwill and deferred tax liability were increased by $1,520 to reflect the correction.

Intangible Assets

Intangible assets primarily consist of trademarks and customer intangibles resulting from the acquisitions of Versaform Corporation, D3, Intec, TASS, and Valent. The trademark of $4,222 that resulted from acquisition of D3 was previously determined to have an indefinite life. The carrying values were as follows:

	June 30,			December 31,
	2013			2012

Trademarks	$	778		$	5,000
Customer intangible assets		68,991			68,991
Other		1,481			1,481
Accumulated amortization		(13,461	)		(11,138	)
Intangible assets, net	$	57,789		$	64,334

Intangibles amortization expense was $1,162 and $494 for the three months ended June 30, 2013 and 2012, respectively and $2,323 and $987 for the six months ended June 30, 2013 and 2012, respectively. The accumulated amortization balances at June 30, 2013 and December 31, 2012, respectively, were $368 and $261 for trademarks, $12,457 and $10,360 for customer intangible assets, and $636 and $517 for other intangible assets. The carrying value of goodwill and intangible assets with indefinite lives is assessed at least annually, during the fourth quarter, unless a triggering event occurs, and an impairment charge is recorded if appropriate. During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name will no longer be used and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired. The amount was calculated using the income approach with a level 3 valuation. The impairment loss was recognized in the Engineering Services segment in a separate line of the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013.

- 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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