All In FutureTech Alliance, Inc. Goodwill & Intangibles Disclosure
Note 9 – Goodwill and Intangible Assets
Goodwill
The following table sets forth changes in our goodwill for the years ended December 31, 2024 and 2023:
| Balance, January 1, 2023 | $ | |||
| Goodwill arising from acquisition of Z-Tech | 12,386,126 | |||
| Foreign currency translation adjustment | 342,930 | |||
| Balance, January 1, 2024 | 12,729,056 | |||
| Impairment expense | (9,567,000 | ) | ||
| Foreign currency translation adjustment | (365,677 | ) | ||
| Balance, December 31, 2024 | $ | 2,796,379 |
Management reviewed the goodwill for impairment in accordance with its accounting policies. As a result of the Company’s analysis, during the year ended December 31, 2024, the Company determined that the fair value of a reporting unit was less than its carrying amount, resulting in the recognition of a goodwill impairment charge of $9.57 million. The reduction in fair value was primarily attributable to a decline in revenues from prior year. There was impairment charge for the year ended December 31, 2023. It is reasonably possible that a decline in market or economic conditions, or changes in the estimates or underlying assumptions used in the determination of the reporting unit’s fair value as of December 31, 2024, could lead to a additional impairment of goodwill in the near term.
Intangible Assets
Intangible assets consist of the following:
| As of December 31, 2024 | ||||||||||||||||||||
| Original Cost | Accumulated Amortization | Accumulated Impairment Losses | Foreign Currency Translation Adjustment | Carrying Value | ||||||||||||||||
| Trademarks | $ | 41,145 | $ | (22,809 | ) | $ | $ | $ | 18,336 | |||||||||||
| Software licenses | 565,000 | (207,174 | ) | (357,826 | ) | |||||||||||||||
| Software development costs | 202,870 | (6,770 | ) | 196,100 | ||||||||||||||||
| Mobile games licenses | 158,768 | (36,417 | ) | (4,561 | ) | 117,790 | ||||||||||||||
| Customer relationships | 5,584,127 | (640,267 | ) | (160,400 | ) | 4,783,460 | ||||||||||||||
| Total intangible assets | $ | 6,551,910 | $ | (913,437 | ) | $ | (357,826 | ) | $ | (164,961 | ) | $ | 5,115,686 | |||||||
| As of December 31, 2023 | ||||||||||||||||||||
| Original Cost | Accumulated Amortization | Accumulated Impairment Losses | Foreign Currency Translation Adjustment | Carrying Value | ||||||||||||||||
| Trademarks | $ | 41,145 | $ | (18,418 | ) | $ | $ | $ | 22,727 | |||||||||||
| Software licenses | 565,000 | (94,170 | ) | 470,830 | ||||||||||||||||
| Software development costs | 149,850 | 149,850 | ||||||||||||||||||
| Mobile games licenses | 154,088 | (64,242 | ) | 4,680 | 94,526 | |||||||||||||||
| Customer relationships | 5,419,511 | (67,328 | ) | 164,615 | 5,516,798 | |||||||||||||||
| Total intangible assets | $ | 6,329,594 | $ | (244,158 | ) | $ | $ | 169,295 | $ | 6,254,731 | ||||||||||
Intangible assets consist of the Allied Esports trademarks, which are being amortized over a useful life of 10 years, AGAE software licenses and software development costs, which are being amortized over a useful life of 5 years, and AME mobile games licenses and customer relationships, which are being amortized over a useful life of 5-10 years. The initial term of the software license agreement expires on February 27, 2028, but can be renewed by the Company for an additional 5-year term under identical terms and conditions. At December 31 2024, the carrying value of the software license was fully impaired based on a reduction of management’s estimate of the undiscounted future cash flows to be generated by this asset, resulting from a delay in the implementation of a marketing plan to promote the games associated with this license. The mobile game license agreement, as amended on April 7, 2025 expires on July 31, 2028. Software development costs (See Note 14 – Commitments and Contingencies – System Development Agreement for details) were placed into service on November 1, 2024. During the years ended December 31, 2024 and 2023, amortization expense amounted to $669,280 and $229,831, respectively. The weighted average remaining amortization period at December 31, 2024 was 8.6 years.
Estimated future amortization is as follows:
| Years Ended December 31, | Amount | |||
| 2025 | $ | 617,219 | ||
| 2026 | 617,219 | |||
| 2027 | 617,219 | |||
| 2028 | 610,967 | |||
| 2029 | 575,726 | |||
| Thereafter | 2,077,336 | |||
| $ | 5,115,686 | |||
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.