Intangible Assets and Goodwill

Note 7. Intangible Assets and Goodwill

In connection with the March 6, 2014 Participation Agreement (see Note 3) recognizing Ronco as a Variable Interest Entity, we recognized certain identifiable intangibles, other than goodwill, totaling $3,700,000 as well as goodwill totaling $15,907,825. Identifiable intangibles other than goodwill consists of patents of $2,000,000 with a weighted average amortization period of nine years, and trademarks of $1,700,000 and goodwill, which are not subject to amortization.

In addition, in connection with the Merger Agreement completed April 2, 2014 (see Note 4), we recognized certain identifiable intangibles other than goodwill totaling $3,150,000. Identifiable intangibles other than goodwill consists of eDiets' customer relationships of $1,200,000, eDiets' domain names of $1,100,000 and eDiets' trade names of $850,000, which are being amortized over a weighted-average period of five years. In addition, we recognized a fair value of $4,800,000 related to the Company's asseenontv.com website and goodwill of $514,097, which are not subject to amortization.

The fair values assigned to the intangible assets recognized in these transactions were based on estimates of our management and are subject to independent appraisal. The Company expects the allocations will be finalized within twelve months of the effective dates of the transaction.

The following table summarizes our intangible assets at June 30, 2014:


			Additions
Intangible Asset	December 31, 2013		Participation Agreement		Reverse Merger		Post Combination		Total		Accumulated Amortization			June 30, 2014

Finite lived intangibles:
Patents	$	-	$	2,000,000	$	-	$	9,500	$	2,009,500	$	(74,074	)	$	1,935,426
Customer relationships		-		-		1,200,000		-		1,200,000		(60,000	)		1,140,000
Domain names		-		-		1,100,000		-		1,100,000		(55,000	)		1,045,000
Trade names		-		-		850,000		-		850,000		(42,500	)		807,500
		-		2,000,000		3,150,000		9,500		5,159,500		(231,574	)		4,927,926

Indefinite lived intangibles:
Trademarks		-		1,700,000		-		-		1,700,000		-			1,700,000
asseenontv.com URL		-		-		4,800,000		-		4,800,000		-			4,800,000
		-		1,700,000		4,800,000		-		6,500,000		-			6,500,000

Intangible, net	$	-	$	3,700,000	$	7,950,000	$	9,500	$	11,659,500	$	(231,574	)	$	11,427,926

Of the $16,421,922 of consolidated goodwill, $15,907,825 was recognized in connection with the Participation Agreement and $514,097 was recognized in connection with the reverse merger.

A summary of future amortization expense is as follows:


Year 1	$	853,278
Year 2		853,278
Year 3		853,278
Year 4		853,278
Year 5		695,778
Thereafter		819,036
	$	4,927,926

- 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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