VSE Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Goodwill and Intangible Assets

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

(6) Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2011 and 2010 are as follows (in thousands):

	Supply Chain Management		IT, Energy and Management Consulting		Infrastructure		Total
Balance as of December 31, 2009	$	-	$	13,287	$	6,243	$	19,530
Increase from acquisition of Akimeka		-		15,082		-		15,082
Earn-out obligation		-		1,400		270		1,670
Balance as of December 31, 2010		-		29,769		6,513		36,282
Increase from acquisition of WBI		61,169		-		-		61,169
Earn-out obligation		-		1,114		314		1,428
Balance as of December 31, 2011	$	61,169	$	30,883	$	6,827	$	98,879

Under the terms of the ICRC and G&B acquisitions, additional consideration is due to the sellers if certain financial performance targets are achieved. G&B achieved certain financial performance targets for the final earn-out period ended on March 31, 2011. This resulted in a $1.1 million earn-out, which was recorded as goodwill and paid to the seller in the second quarter of 2011. ICRC achieved certain financial performance targets for the period ended December 31, 2011. This resulted in a $314 thousand earn-out, which was recorded as goodwill and accrued expenses. The earn-out will be paid to the sellers in the first quarter of 2012.

Intangible assets consist of the value of contract and customer-related intangible assets, acquired technologies and trade names acquired in the acquisitions of ICRC, G&B, Akimeka and WBI. Intangible assets with indefinite lives not subject to amortization consist of ICRC and G&B trade names of approximately $2.4 million as of December 31, 2011 and December 31, 2010. The trade names acquired in the Akimeka and WBI acquisitions are being amortized over nine years. Amortization expense for the years ended December 31, 2011, 2010 and 2009 was approximately $7.9 million, $2.4 million and $1.8 million, respectively.

Intangible assets consisted of the following (in thousands):

December 31, 2011	Cost		Accumulated Amortization			Net Intangible Assets
Contract and customer-related	$	96,884	$	(12,987	)	$	83,897
Acquired technologies		12,400		(642	)		11,758
Trade names – amortizable		9,170		(719	)		8,451
Trade names – indefinite lived		2,430		-			2,430
Total	$	120,884	$	(14,348	)	$	106,536
December 31, 2010	Cost		Accumulated Amortization			Net Intangible Assets
Contract-related	$	27,484	$	(6,417	)	$	21,067
Trade name – amortizable		1,570		(64	)		1,506
Trade names – indefinite lived		2,430		-			2,430
Total	$	31,484	$	(6,481	)	$	25,003

Future expected amortization of intangible assets is as follows for the years ending December 31, (in thousands):

	Amortization
2012	$	11,207
2013		10,075
2014		9,846
2015		9,567
2016		9,367
Thereafter		54,044
Total	$	104,106

- 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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