GOODWILL AND INTANGIBLE ASSETS, NET |
The carrying amount of goodwill at December 31, 2013 and 2012 was
comprised of the following:
|
|
December 31,
2013 |
|
|
December 31,
2012 |
|
|
|
|
|
|
|
|
Goodwill – TransPacific Energy, Inc. |
|
$ |
1,342,834 |
|
|
$ |
1,342,834 |
|
Impairment charge |
|
|
(1,342,834 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Goodwill, net at December 31, 2013 |
|
$ |
— |
|
|
$ |
1,342,834 |
|
Goodwill Impairment
Goodwill represents the excess of cost over fair value of assets
of businesses acquired. Goodwill acquired in a business combination is not amortized. The Company evaluates the carrying amount
of goodwill for impairment annually on December 31 and whenever events or circumstances indicate impairment may have occurred.
When evaluating whether goodwill is impaired, the Company compares
the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including
goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach
and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its
fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied
fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill,
the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values.
The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair
value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value.
Due to the inability to meet anticipated sales growth, the Company
assessed the acquired goodwill at the reporting unit level for impairment as of December 31, 2013. Based on a discounted cash flows
model utilizing estimated future earnings, the fair value of the reporting unit was less than the carrying value of the acquired
goodwill. The Company’s evaluation of goodwill resulted in a total impairment charge of $1,342,834 for the year ended December
31, 2013. The total impairment charge was recorded to the Company’s ORC segment.
Intangible assets at December 31, 2013 and 2012 were comprised
of the following:
|
|
|
|
December 31, 2013 |
|
December 31, 2012 |
|
|
|
Amortization |
|
Gross |
|
|
|
Net |
|
Gross |
|
|
|
Net |
|
|
|
Period |
|
Carrying |
|
Accumulated |
|
Book |
|
Carrying |
|
Accumulated |
|
Book |
|
|
|
(Years) |
|
Amount |
|
Amortization |
|
Value |
|
Amount |
|
Amortization |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exclusive distribution rights |
|
|
5.0 |
|
|
|
780,000 |
|
|
|
(208,000) |
|
|
|
572,000 |
|
|
|
780,000 |
|
|
|
(52,000) |
|
|
|
728,000 |
|
Technology |
|
|
15.0 |
|
|
|
1,583,000 |
|
|
|
(145,108) |
|
|
|
1,437,892 |
|
|
|
1,583,000 |
|
|
|
(39,575) |
|
|
|
1,543,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
2,363,000 |
|
|
$ |
(353,108) |
|
|
$ |
2,009,892 |
|
|
$ |
2,363,000 |
|
|
$ |
(91,575) |
|
|
$ |
2,271,425 |
|
On August 27, 2012, the Company entered into a five year distribution
agreement with Shanghai Lightsky Optoelectronics Technology Co., Ltd. (“Lightsky”), located in Shanghai, China, whereby
ForceField became the exclusive distributor of Lightsky LED lighting products in the United States, Canada and Mexico. Lightsky
is a manufacturer and seller of numerous patented LED lighting products in China and throughout Asia.
As consideration for this exclusivity, ForceField issued 150,000
shares of its common stock valued at $780,000, or $5.20 per share, which represented the quoted market price on the date of the
transaction. This amount will be amortized using the straight-line method over the five year expected life of the distribution
rights. The shares are restricted for an eighteen-month period from their date of issuance. ForceField must achieve certain performance
milestones in order to maintain its exclusivity and qualify for any automatic renewal periods beyond the initial five year term.
Amortization expense for the intangible assets subject to amortization
totaled $261,533 and $91,575 for the years ended December 31, 2013 and 2012, respectively.
The following table provides information regarding estimated amortization
expense for intangible assets subject to amortization for each of the following years ending December 31:
2014 |
|
$ |
261,533 |
|
2015 |
|
|
261,533 |
|
2016 |
|
|
261,534 |
|
2017 |
|
|
209,533 |
|
2018 |
|
|
105,533 |
|
Thereafter |
|
|
910,226 |
|
|
|
$ |
2,009,892 |
|
|