Goodwill And Intangibles, Net

12 Months Ended

Dec. 31, 2011

Goodwill And Intangibles, Net [Abstract]

3.	Goodwill and Intangibles, net

Acquisitions

On December 31, 2009, ICG acquired 89% of the equity of GovDelivery. ICG allocated the purchase price to the assets and the liabilities based upon their respective fair values at the date of acquisition, which were as follows (amounts in thousands):


Net assets acquired:
Goodwill ⁽¹⁾	$	3,644
Customer lists (11 year life) ⁽¹⁾		13,910
Trademarks/trade names (11 year life)		1,320
Technology (10 year life)		710
Other net assets (liabilities)		1,506

		21,090
Redeemable noncontrolling interest ^{(1) (2)}		(1,420	)

	$	19,670

⁽¹⁾

On August 31, 2010, GovDelivery sold its GovDocs subsidiary for aggregate consideration of $1,750. As a result of that transaction, ICG recorded reductions to goodwill (from $3,644 to $3,373), customer list intangible assets (from $13,910 to $12,759) and redeemable noncontrolling interest (from $1,420 to $941) that had been established as part of the purchase price allocation for ICG's acquisition of GovDelivery. See Note 4, "Consolidated Core Companies."

⁽²⁾	ICG estimated the fair value of the redeemable noncontrolling interest of GovDelivery with consideration of discounts for lack of control and lack of marketability. See Note 18, "Redeemable Noncontrolling Interest."

During the year ended December 31, 2011, Procurian completed two acquisitions. The purchase price allocated to goodwill and intangible assets are included in the tables below. Additionally, during the year ended December 31, 2011, GovDelivery completed an acquisition and is currently in the process of completing the purchase accounting related to that acquisition. GovDelivery expects to record goodwill and intangible assets related to that acquisition; estimated amounts of goodwill and intangible assets acquired have been included in the relevant tables below. None of the acquisitions described in this paragraph were material to ICG.

Goodwill

The following table summarizes the activity related to ICG's goodwill (in thousands):


Goodwill at December 31, 2009	$	20,317
Activity related to continuing operations for the year ended December 31, 2010		—

Goodwill at December 31, 2010		20,317
Increase in goodwill due to acquisitions		2,221

Goodwill at December 31, 2011	$	22,538

As of December 31, 2011 and 2010, all of ICG's goodwill was allocated to the core segment.

Intangible Assets

The following table summarizes ICG's intangible assets from continuing operations (in thousands):


		As of December 31, 2011
Intangible Assets	Useful Life	Gross Carrying Amount Related to Continuing Operations		Accumulated Amortization			Net Carrying Amount
Customer relationships	3-11 years	$	13,317	$	(2,344	)	$	10,973
Trademarks/trade names	3-11 years		1,547		(243	)		1,304
Technology	10 years		1,559		(149	)		1,410
Non-compete agreements	2-5 years		336		(29	)		307
Intellectual property	5 years		41		(4	)		37

			16,800		(2,769	)		14,031
Other intellectual property	Indefinite		400		—			400

		$	17,200	$	(2,769	)	$	14,431


		As of December 31, 2010
Intangible Assets	Useful Life	Gross Carrying Amount Related to Continuing Operations		Accumulated Amortization			Net Carrying Amount
Customer relationships	11 years	$	12,759	$	(1,166	)	$	11,593
Trademarks/trade names	11 years		1,320		(120	)		1,200
Technology	10 years		710		(71	)		639

			14,789		(1,357	)		13,432
Other intellectual property	Indefinite		400		—			400

		$	15,189	$	(1,357	)	$	13,832

Amortization expense for intangible assets during the years ended December 31, 2011, 2010 and 2009 was $1.4 million, $1.4 million and $0.2 million, respectively. ICG amortizes intangibles using the straight line method.

Remaining estimated amortization expense is as follows (in thousands):


2012	$	1,692
2013	$	1,686
2014	$	1,635
2015	$	1,613
2016	$	1,584
Thereafter	$	5,821

Remaining amortization expense	$	14,031

Impairments

ICG completed its annual impairment testing in the fourth quarter of each of 2011, 2010 and 2009. The completion of ICG's annual impairment testing did not result in an impairment charge related to ICG's consolidated core companies as of December 31, 2011 and 2010; ICG's fair value of its reporting units, including goodwill, substantially exceeds its carrying value. ICG estimates the fair value of its reporting units using a "Level 3" input (see Note 8, "Financial Instruments," for the definition of a "Level 3" input) market approach by determining market multiples from comparable publicly-traded companies and applying those approximate multiples to the revenues of the reporting units, which are then compared to the respective carrying values of the reporting units. During 2009, ICG determined a portion of its goodwill related to Vcommerce was impaired and recorded a goodwill impairment charge in the amount of $4.9 million. See Note 4, "Consolidated Core Companies." ICG also performs ongoing business reviews of its equity method companies and cost method companies. See Note 5, "Ownership Interests and Cost Method Investments."

The following table reflects the amounts of impairments recorded and how ICG presents impairment charges under the various methods of accounting:


	Statement of Operations Presentation	Year ended December 31,
	Statement of Operations Presentation	2011		2010		2009
Consolidation Method (Note 4)	Impairment related and other	$	—	$	—	$	4,876
Equity Method (Note 5)	Equity loss		—		2,914		544

		$	—	$	2,914	$	5,420

- 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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