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CUSTOMER CONTRACTS AND GOODWILL
3 Months Ended
Sep. 30, 2011
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]

3.   CUSTOMER CONTRACTS AND GOODWILL

 

Customer Contracts

 

In the reverse acquisition, the Company acquired Technest, Inc.’s existing customer contracts with the National Institute of Health and the Department of Defense. The amounts assigned to these definite-lived intangible assets were determined by management based on a discounted cash flow of existing backlog and a projection of existing customer revenue.

 

At September 30, 2011, the customer contracts have a cost basis of $350,000 and accumulated amortization of $102,082.  The customer contracts are being amortized over an estimated life of two years.  Amortization expense was $43,750 for the three months ended September 30, 2011.  Amortization expense for the years ending June 30, 2012 and 2013 is expected to be $175,000 and $116,668, respectively.  These contracts do not contain extension or renewal terms.

 

Goodwill and Impairment

 

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in business combinations.  Goodwill will not be amortized but will be tested at least annually for impairment.   The purchase price allocation, as described in Note 1 is preliminary and is subject to change as the contingent value rights payable are subject to adjustment for certain future events as defined in the contingent value rights agreement.

 

The Company considered the fair value of the Technest reporting unit and concluded that its goodwill balance of approximately $1.2 million at June 30, 2011 was impaired.  Therefore, the Company recognized an impairment loss of approximately $1.2 million on the entire amount of goodwill in the fourth quarter of the year ended June 30, 2011.  During the three months ended September 30, 2011, the Company adjusted the contingent value rights payable which resulted in an additional goodwill impairment loss of $48,158.