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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

Note 9.    Goodwill and Intangible Assets

Goodwill

The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 (in thousands):

Balance as of January 1, 2019

    

$

705

Acquisitions

 

22,639

Balance as of December 31, 2019

23,344

Measurement period adjustments*

(12,848)

Effect of change in foreign currency exchange rates

 

(8)

Impairment loss

(9,323)

Balance as of December 31, 2020

$

1,165

*During the three months ended December 31, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The Company adjusted goodwill balance in connection with the completion of acquisition accounting. Refer to Note 6(a) for additional information related to the acquisition.

Impairment of DBOT Goodwill

Throughout 2020, the Company pursued its initial business goals for DBOT involving the sale of digital securities and brokering commodity products, more specifically investigating applications to new and underserved markets, or targeting of specific transactions, such as the origination of foreign securities, the formation of an investment vehicle with a third-party, or the securitization of digital assets. These efforts have not come to fruition, and although the Company continues these efforts, the Company concluded sufficient impairment indicators existed to evaluate the fair value of DBOT’s intangible assets.  As part of this fair value analysis, the Company determined that the goodwill associated with the DBOT acquisition was fully impaired, and recorded an impairment loss of $9.3 million. Refer to Note 9(d) for information regarding the impairment of DBOT’s continuing membership agreement and customer list.

Intangible Assets

The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands):

December 31, 2020

December 31, 2019

    

Weight

    

    

    

    

    

    

    

    

Average

Gross  

Gross  

Remaining 

Carrying

Accumulated 

Impairment 

Net 

Carrying

Accumulated 

Impairment 

Net 

 

Useful Life

 

Amount

 

Amortization

 

Loss

 

Balance

 

Amount

 

Amortization

 

  Loss

 

  Balance

Amortizing Intangible Assets

Software and licenses

 

$

97

$

(97)

$

$

$

97

$

(97)

$

$

Solid Opinion IP (a)

 

 

4,655

 

(4,655)

 

 

 

4,655

 

(776)

 

 

3,879

Fintalk intangible assets (b)

635

(635)

635

(635)

Influencer network (c)

 

2

 

1,980

 

(462)

 

(843)

 

675

 

1,980

 

(264)

 

 

1,716

Customer contract (c)

 

0.6

 

500

 

(389)

 

 

111

 

500

 

(222)

 

 

278

Continuing membership agreement (d)

18.5

8,255

(619)

(7,076)

560

8,255

(206)

8,049

Customer list (d)

59

(29)

(30)

59

(10)

49

Trade name (c)

 

12.7

 

110

 

(17)

 

 

93

 

110

 

(10)

 

 

100

Technology platform (c)

 

1

 

290

 

(97)

 

 

193

 

290

 

(55)

 

 

235

Land use rights (e)

98.0

28,162

(142)

28,020

27,079

27,079

Marketing and distribution agreement (e)

12,817

(320)

(12,497)

11,333

11,333

Total

57,560

(7,462)

(20,446)

29,652

54,993

(2,275)

52,718

Indefinite lived intangible assets

 

 

 

 

Website name

 

25

 

 

 

25

 

25

 

 

 

25

Patent

 

28

 

 

 

28

 

28

 

 

 

28

Total

$

57,613

$

(7,462)

$

(20,446)

$

29,705

$

55,046

$

(2,275)

$

$

52,771

a)During the first quarter of 2019, the Company completed the acquisition of certain assets from Solid Opinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which was thought to be complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) would be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement.  SolidOpinion had the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and were released in April 2020. During the three months ended December 31, 2020, the Company performed a business analysis of Grapevine, and determined that the IP acquired was no longer complimentary to that of Grapevine. For that reason and other factors, the Company determined that the SolidOpinion IP had no remaining useful life and, accordingly, amortized the remaining unamortized net balance.
b)In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million. The Company issued 2.9 million common shares in June 2019 and completed the transaction. In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million.
c)During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b). In connection with the previously mentioned business analysis of Grapevine, the Company determined that the attrition rate of the influencer network had accelerated, and performed an impairment analysis, and recorded an impairment loss of $0.8 million. As a result of this analysis of the influencer network, the Company also determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021.
d)During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 99.0 %.  Intangible assets of $8.3 million were recognized on the date of acquisition.  As part of the determination of the fair value of DBOT's intangible assets mentioned above, the Company utilized the cost method to determine the fair value of the continuing membership agreement, and determined the fair value was $0.6 million, and recorded an impairment loss of $7.1 million. The Company also recorded an impairment loss of $30,000 related to DBOT's customer list. Refer to Note 6(c) for additional information related to the acquisition.
e)During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market.  As part of the acquisition, Tree Technologies acquired an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of this agreement was determined to be $11.3 million.  In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing.  The Company intends to sever all commercial relationships with Tree Manufacturing, and believes it has the ability to do so. Accordingly, the Company determined there was no underlying value to the marketing and distribution agreement, and recorded an impairment loss of $12.5 million. Refer to Note 6(a) for additional information related to the acquisition.
f)During the first quarter of 2019, the Company completed the sale of certain intangible assets to GTD, and entered into a service agreement with GTD, a minority shareholder, in exchange for GTB.  As a result of these transactions, the Company received 8.3 million GTB. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 15(b) for additional information on the transactions denominated in GTB.

Amortization expense, excluding impairment losses of $20.5 million and $66.8 million for the years ended December 31, 2020 and 2019, respectively, mentioned above, relating to intangible assets was $5.2 million and $2.1 million for the years ended December 31, 2020, and 2019, respectively.

The following table summarizes future expected amortization expense (in thousands):

    

Amortization to be

Years ending December 31, 

 

recognized

2021

$

984

2022

 

640

2023

 

322

2024

 

322

2025

 

322

2026 and thereafter

27,062

Total

$

29,652