Intangible Assets and Goodwill
|12 Months Ended|
Oct. 31, 2010
|Goodwill and Intangible Assets Disclosure [Abstract]|
|Intangible Assets and Goodwill||
NOTE 7 - INTANGIBLE ASSETS AND GOODWILL
The Company accounts for intangible assets and goodwill in accordance with ASC 350. Goodwill and Other Intangible Assets, whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to believe that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations.
The identifiable intangible assets acquired and their carrying value at October 31, 2010 and 2009 is:
Our acquisition of Dragon Design Ltd (Dragon) in December 2008 resulted in the valuation of Dragons customer relationships and covenants not to compete as intangible assets (see Note 14), which have an estimated useful life of 3 years each, and as such are being amortized on a straight-line basis over that period. In addition, we recognized goodwill of $282,533 that represents the excess of the purchase price we paid over the fair value of Dragons net tangible and intangible assets we acquired.
Our acquisition of the assets of Tactical Intelligence, LLC (Tactical) in November 2008 resulted in the valuation of Tacticals customer relationships and covenants not to compete as intangible assets (see Note 14), which have an estimated useful life of 3 years each, and as such are being amortized monthly over that period. In addition, we recognized goodwill of $142,430 that represents the excess of the purchase price we paid over the fair value of Tacticals net tangible and intangible assets acquired.
Estimated annual future amortization expense as of October 31, 2010 is as follows:
Amortization of patents, customer relationships, non-compete agreements and licenses included as a charge to income amounted to $178,165 and $231,321 for the years ended October 31, 2010 and 2009, respectively. Goodwill is not being amortized.
As a result of the acquisitions of Martech, Colmek, Dragon and Tactical, the Company has goodwill in the amount of $3,382,108 as of October 31, 2010 and $3,524,538 as of October 31, 2009. The changes in the carrying amount of goodwill for the period ended October 31, 2010 and year ended October 31, 2009 are recorded below.
Considerable management judgment is necessary to estimate fair value. We enlisted the assistance of an independent valuation consultant to determine the values of our intangible assets and goodwill, both at the dates of acquisition and at dates thereafter. Based on various market factors and projections used by management, actual results could vary significantly from managements estimates.
The Companys policy is to test its goodwill balances for impairment on an annual basis, in the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As disclosed in the Companys prior filings, the historic goodwill assets arose chiefly from the acquisition of two wholly owned subsidiaries that comprise the Companys professional services reporting units- Martech and Colmek.
The Company performed its regular impairment test according to the pronouncements in ASC 350 Intangibles goodwill and other for the years ended October 31, 2010 and 2009 by an experienced consultant.
During the year ended October 31, 2010, the Company impaired $142,430 goodwill related to Coda Octopus Tactical Intelligence, Inc.
There has been no change in the regulatory or legal environment that would have a negative impact on the Martech or Colmek operations.
Based on these evaluations, the fair value of goodwill exceeds its Carrying book value. As such no impairment was recorded by management.
See Note 16 of the Consolidated Financial Statement for current information on the operations of Dragon Design Limited and Coda Octopus Tactical Intelligence, Inc.
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.
Reference 1: http://www.xbrl.org/2003/role/presentationRef