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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 08/14/2017
Entire Document
 

 

Seven Stars Cloud Group, Inc., Its Subsidiaries and Variable Interest Entities
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7.Intangible Assets

 

As of June 30, 2017 and December 31, 2016, the Company’s amortizing and indefinite lived intangible assets consisted of the following:

 

   June 30, 2017   December 31, 2016 
Amortizing Intangible  

Gross

Carrying

   Accumulated   Impairment   Net  

Gross

Carrying

   Accumulated   Impairment   Net 
Assets  Amount   Amortization   Loss   Balance   Amount   Amortization   Loss   Balance 
Charter/Cooperation agreements (iii)  $-   $-  $-  $-   $2,755,821   $(909,257)  $(1,846,564)  $- 
Software and licenses   210,070    (191,118)   -    18,952    267,991    (241,932)   -    26,059 
Patent and trademark (iv)   92,965    (39,943)   (53,022)   -    92,965    (39,943)   -    53,022 
Website and mobile app development (ii)   -    -   -   -    593,193    (421,129)   (172,064)   - 
Workforce (i)   305,694    (127,372)   -    178,322    305,694    (76,422)   -    229,272 
Total amortizing intangible assets  $608,729   $(358,433)  $(53,022)  $197,274   $4,015,664   $(1,688,683)  $(2,018,628)  $308,353 
Indefinite lived intangible assets                                        
Website name   134,290    -    -    134,290    134,290    -    -    134,290 
Patent (iv)   10,599    -    (10,599)   -    10,599    -    -    10,599 
Total intangible assets  $753,618   $(358,433)  $(63,621)  $331,564   $4,160,553   $(1,688,683)  $(2,018,628)  $453,242 

 

(i) On April 1, 2016, the Company entered into an agreement with Mr. Liu Changsheng, under which SSC agreed to pay Mr. Liu Changsheng cash consideration of $187,653 and 66,500 shares of restricted shares with a six month restriction period and a fair value of $121,695 in exchange for a workforce of 10 personnel experienced in programing content mobile apps. All 10 personnel entered into three year employment contracts with SSC effective April 1, 2016. The Company also acquired certain laptop and desktop computers with fair value of $3,655. According to the agreement, 30% of the cash consideration is due upon the signing of the agreement, 20% is due 2 months after the signing of the agreement and 50% is due 6 months after the signing of the agreement. All cash consideration has been paid. If any of 3 key staff, as defined, terminated their employment with SSC during the first 12 months of employment, SSC has the right to forfeit the unpaid cash consideration. In addition, Mr. Liu Changsheng would be required to pay a default penalty at minimal of $129,180. SSC has accounted for the transaction as an asset acquisition in which SSC mainly acquired a workforce, which is recognized as an intangible asset at cost. Subsequently, the workforce intangible is amortized over the employment term of three years.

 

The Company recorded amortization expense related to our amortizing intangible assets of approximately $28,393 and $56,522 for the three and six months ended June 30, 2017 and $90,000 and $153,000 for the three and six months ended June 30, 2016 respectively, which included the amortization expense of the workforce acquired as stated above.

 

(ii) Considering a new mobile app has been developed to be put into market in October 2016, the Company determined that the future cash flows generated from the old mobile app was nil. In accordance with ASC 350, Intangibles – Goodwill and Other, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. The Company estimated the fair value of this intangible asset to be nil as of December 31, 2016. Fair value was determined using unobservable (Level 3) inputs. In June, 2017, this intangible asset has been disposed of along with other net assets in Zhong Hai Shi Xun.

 

(iii) During the fourth quarter of 2016, the Company determined that the Charter/Cooperation agreements will not serve the business or generate future cash flow. As no future cash flows will be generated from the Charter/Cooperation agreements, the Company estimated the fair value of the Charter/Cooperation agreements to be nil as of December 31, 2016. Fair value was determined using unobservable (Level 3) inputs. Impairment loss from Charter/Cooperation agreements of $1,846,000 was recognized in 2016 to write off the entire book value of the Charter/Cooperation agreements. In June, 2017, this intangible asset has been disposed of along with other net assets in Zhong Hai Shi Xun.

 

(iv) During the second quarter of 2017, the Company determined that one of its subsidiaries in the US will not serve the non-core business or generate future cash flow. As no future cash flows will be generated from using the patent owned by this subsidiary, the Company estimated the fair value of those patent to be nil as of June 30, 2017. Fair value was determined using unobservable (Level 3) inputs. Impairment loss from patent of $63,621 was recognized in 2017 to write off the entire book value of the patent.

 

The following table outlines the amortization expense for the next three years and thereafter:

   Amortization to be 
Years ending December 31,  Recognized 
2017 (6 months)  $55,904 
2018   111,778 
2019   29,592 
Total amortization to be recognized  $197,274 

 

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