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Lease Accounting
3 Months Ended
Mar. 31, 2018
Variable Interest Entity [Abstract]  
LEASE ACCOUNTING

NOTE 13 – LEASE ACCOUNTING

 

American Science and Technology Corporation

 

On November 9, 2017, the Company entered into a Patent License Agreement with American Science and Technology Corporation ("AST"). Effective January 1, 2018, the Company will have exclusive commercial license to the licensed patents for a term of 24 months, unless terminated earlier. In addition, the Company entered into a commercial lease with AST for certain property and equipment.

 

Pursuant to the Patent License Agreement, on January 1, 2018, the Company paid to AST $200,000 and the Company issued to AST 25,000 shares of the Company's common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly license fee of $50,000. Pursuant to the commercial lease, on January 1, 2018, the Company paid to AST $300,000 and the Company issued to AST 37,500 shares of the Company's restricted common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly rent of $75,000.

 

Pursuant to these agreements, the Company and AST also entered into an Option Agreement (the "Option"), granting the Company the option to purchase the assets of AST for $2,500,000, in addition to certain royalty and other future payments (consisting of two tenths of a percent (0.2%) of all Buyer's Biomass Feedstock Costs incurred in operating the Property as a biorefinery which has incorporated the technology contained in the Biorefinery Patents in its design, construction or operations. This royalty shall be paid annually no later than sixty (60) days after the close of Buyer's fiscal year in which such Biomass Feedstock Costs were incurred by Buyer; and, (ii) Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) for any third party owned biorefinery constructed, with Buyer's written consent, employing the technology contained in the Biorefinery Patents. This royalty shall be paid within sixty (60) days after Buyer has received the full consideration due Buyer pursuant to the terms and conditions contained in such written consent.). The option is exercisable from date of execution through December 31, 2019.

 

As the Company has concluded that at least one of the capital lease criteria are met, the Company will record a capital lease asset and liability at the inception of the lease at an amount equal to the present value at the beginning of the lease term of minimum lease payments in accordance with ASC 840-30-30-1. The minimum lease payments will include the allocation of the option payment as noted above. The liability will be amortized using the effective interest method in accordance with ASC 840-30-35-6, and the asset will be depreciated over the life of the building/equipment in accordance with ASC 840-30-35-1.

 

As intangible assets such as patents are exempted from ASC 840, the evaluation of accounting for the patents is to determine to be a license for the period of use. The initial payment of cash and stock will be capitalized as a prepaid asset and amortized and amortized on a straight-line basis over the initial term of the license agreement. The remaining license payments during year two will also be expensed on a straight-line basis over the initial term of the license agreement. The straight-line amortization method is based upon the Company's assessment that production from the patent is deemed to be relatively flat over the two-year agreement and therefore straight line most accurately reflects the expected usage/utilization. The option payment will be capitalized as an intangible asset upon exercise and amortized over its estimated useful life. Any contingent consideration related to the patent (i.e., future royalties) will be recorded when probable and reasonably estimable.